Publication of Shareholder Circular and Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, South Africa, In any Member State of the EEA (other than the United Kingdom) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

JPMorgan Elect plc

26 October 2016

Reconstruction of JPMorgan Income & Growth Investment Trust plc - publication of shareholder circular and prospectus

The Board of JPMorgan Elect is today recommending proposals, announced in outline on 20 April 2016, for the issue of New Elect Shares in connection with the reconstruction of JPMorgan Income & Growth Investment Trust plc (the Scheme). Under the Scheme, shareholders of JP Morgan Income & Growth Investment Trust plc (JPMIG) will be able to exchange their holdings of JPMIG Shares for any combination of Managed Growth Shares, Managed Income Shares, Managed Cash Shares and/or cash.

The Board considers that the Scheme is in the best interests of the Company and of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Proposals to be put to the General Meeting and Class Meetings, as applicable. Each of the Notice of General Meeting, Notice of Separate Class Meeting of Managed Cash Shareholders, Notice of Separate Class Meeting of Managed Growth Shareholders and Notice of Separate Class Meeting of Managed Income Shareholders is set out in the shareholder circular (the Circular) published today.

In connection with the issue of New Elect Shares pursuant to the Scheme, the Company is required by the Prospectus Rules to publish a prospectus. As such, the Company has today published the Prospectus, a copy of which will be available shortly on the Company's website at www.jpmelect.co.uk.

Background to and benefits of the Scheme

JPMIG was launched as an investment trust on 20 December 2006 with a fixed winding-up date of 30 November 2016. The JPMIG Directors believe that many JPMIG Shareholders wish to continue their investment in a tax efficient manner rather than simply to receive cash in a liquidation.

The Board and the Investment Manager regularly review the options available for increasing the size of the Company and in this connection agreed with the JPMIG Directors that the Company be included as the alternative to cash available to JPMIG Shareholders for a tax-efficient rollover.

As described in more detail under "Costs and expenses" below, the costs of the Scheme will not be borne by existing Shareholders. As a result, and to the extent that New Elect Shares are issued under the Scheme, the Board considers that Shareholders should benefit from the spreading of fixed costs over a wider asset base, and a correspondingly lower Ongoing Charges Ratio, and greater liquidity in Shares.

Details of the Scheme

Under the terms of the Scheme, JPMIG will be wound up on 30 November 2016 by means of a members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986 (as amended) and JPMIG Shareholders will have the opportunity (subject to the passing of the JPMIG Scheme Resolutions, the Issue Resolution and the Issue Consents) to roll over all or part of their investment in JPMIG into any combination of New Elect Shares.

Under the terms of the Scheme, and based on the Elections made by them, JPMIG Shareholders will receive:

● Managed Growth Shares issued at a price equivalent to NAV plus an issue premium (the Issue Premium); and/or

● Managed Income Shares issued at a price equivalent to NAV plus the Issue Premium; and/or

● Managed Cash Shares issued at a price equivalent to NAV plus the Issue Premium; and/or

● cash.

In the event that the value of assets represented by JPMIG Shareholders electing to roll their interests into the Company is less than £40 million then the Issue Premium will be set at 1.0 per cent.. In the event the value of such assets exceeds £40 million then the Issue Premium will reduce on a straight line basis such that if the value of such assets equals £70 million then the Issue Premium will be set at a minimum Issue Premium of 0.65 per cent..

The costs of the Company's participation in the Scheme (including all advisers' fees, printing and other ancillary costs of the Scheme but excluding stamp duty incurred on the in-specie transfer of assets from JPMIG to the Company) are expected to be approximately £388,000 (inclusive of VAT). This amount will be met, in the first instance, by the Issue Premium at which the New Elect Shares will be issued. To the extent that the Issue Premium does not cover these costs, the Investment Manager has agreed to meet any such shortfall. In the event that the Company ceases to be available as a rollover option for JPMIG Shareholders then the Investment Manager has agreed to cover these costs.

To the extent that the Issue Premium amounts to more than the costs of the Scheme, such surplus will accrue to the benefit of Shareholders. As a result of these arrangements, the Scheme is not expected to result in any material increase or decrease in the NAV per share of any of the Company's share classes.

Any transaction taxes, stamp duty/stamp duty reserve tax payable on the transfer of assets pursuant to the Scheme to the Company shall be borne by the Company.

The New Elect Shares will be issued in consideration for the transfer of part of the investment undertaking of JPMIG which will then be invested in accordance with the investment policy of the relevant Pool. JPMIG currently invests in a portfolio of principally UK equities. In advance of the Scheme becoming effective, it is expected that JPMIG will have, to the extent practicable, realised or realigned the undertakings and business carried on by it in accordance with the Scheme and the Elections made or deemed to have been made thereunder. Therefore, so far as practicable, JPMIG will hold assets comprising a separate undertaking and business in such a manner as will, on or before the Effective Date, be suitable for transfer, pursuant to the Transfer Agreement, to the Company.

In any event, the assets comprising the Rollover Fund to be transferred will, to the extent that those assets do not comprise cash or cash equivalent, comprise equities and listed investments which are in accordance with the investment objective and policy of the relevant Pool into which those assets will be ultimately transferred.

The New Elect Shares will rank pari passu with the Elect Shares including for dividends. In addition, it should be noted that by issuing new Elect Shares pursuant to the Scheme the retained revenue reserves associated with the Elect Shares will, on a per share basis, be diluted. The extent of any dilution cannot be determined at this stage and will depend on various factors, including the number of JPMIG Shareholders rolling their interests into the Company as well as the share classes into which these investors elect to roll.

In order to reduce and/or eliminate the impact of any such dilution the Board is seeking authority from the holders of Managed Growth Shares and Managed Income Shares, through resolutions to be put to their respective class meetings, for the effective capitalisation of the retained revenue reserves standing to the account of the Growth Pool (which have been accumulated over preceding years) through a transfer of those reserves to the Income Pool and a corresponding transfer of capital reserves standing to the account of the Income Pool to the Growth Pool.

The respective net asset value of both Managed Growth Shares and Managed Income Shares will be unaffected by this proposed change.

Shareholders are reminded that the dividend policy of the Managed Growth Shares continues to be that of distribution of substantially all of any current period net revenue and therefore this dividend policy will be unaffected by the capitalisation of the retained revenue reserves standing to the account of the Growth Pool.

Further, the Board continues to keep under review all available options in order to ensure the continuity of the dividend policy in respect of the Managed Income Shares which includes, but is not limited to, seeking authority to pay dividends out of capital. On the basis of the above the Board believes that the Scheme should also not adversely impact the dividend policy in respect of the Managed Income Shares.

In connection with the Scheme, it is proposed that the Chairman of JPMIG, Karl Sternberg, will be appointed to the Board shortly following Admission. A resolution for Mr Sternberg's re-appointment as a Director will then follow at the next annual general meeting of the Company in 2017.

Conditions to the Scheme

The Scheme is conditional, amongst other things, upon:

(i) the passing of all the JPMIG Scheme Resolutions to be proposed at: (a) the JPMIG First General Meeting; and (b) the JPMIG Second General Meeting (or, in each case, any adjournment thereof) and all conditions to such JPMIG Scheme Resolutions (excluding any condition relating to the passing of any other JPMIG Scheme Resolution) being fulfilled;

(ii) the passing of the Issue Resolution and the Issue Consents;

(iii) the UK Listing Authority agreeing to amend the listing of the JPMIG Shares to reflect their reclassification as Reclassified Shares;

(iv) the UK Listing Authority having agreed to admit the New Elect Shares to the premium segment of the Official List and the London Stock Exchange having agreed to admit the New Elect Shares to trading on the main market for listed securities of the London Stock Exchange; and

(v) the JPMIG Directors not resolving to abandon the Scheme.

Issue Resolution

In accordance with the requirements of the Companies Act 2006 and the Prospectus Rules, the Company is seeking Shareholder authority to issue the New Elect Shares and to disapply pre-emption rights in respect of the issue of such New Elect Shares.

The Issue Resolution to be proposed at the General Meeting will be proposed as a special resolution and, in order to be passed, will require the approval of 75 per cent. or more of the votes cast at the General Meeting, whether in person or by proxy.

The Issue Resolution is conditional on the passing of each of the Issue Consents.

Class Consents

Issue Consents

Given that the Issue may increase the number of Elect Shares currently in issue by more than one third, the Company is required under the Articles to seek the consent of each class of Elect Shares for the Issue.

Each Issue Consent to be proposed at the relevant Class Meeting will be proposed as special resolution and, in order to be passed, will require the approval of 75 per cent. or more of the votes cast at the relevant Class Meeting, whether in person or by proxy.

The consent of each class of Elect Shares is required in order for the Issue to proceed.

Transfer Consents

As noted above, it is also proposed that the retained revenue reserves standing to the account of the Growth Pool will be transferred to the Income Pool and that a corresponding transfer of capital reserves standing the account of the Income Pool will be transferred the Growth Pool.

Each Transfer Consent to be proposed at the relevant Class Meeting will be proposed as special resolution and, in order to be passed, will require the approval of 75 per cent. or more of the votes cast at the relevant Class Meeting, whether in person or by proxy.

The passing of the Transfer Consents by the Managed Growth Shareholders and Managed Income Shareholders for the transfer of the retained revenue and capital reserves (as applicable) is not a condition for the Issue to proceed.

Prospectus

In connection with the issue of New Elect Shares pursuant to the Scheme, the Company has today published a prospectus relating to the issue of up to 70,750,628 Managed Cash Shares, 10,480,425 Managed Growth Shares and 67,658,252 Managed Income Shares. These figures are based on the assumption that all JPMIG Shareholders participate in the Scheme and elect to roll into the same class of Elect Shares and do not elect to participate in the Cash Option. The actual number of New Elect Shares of each class to be issued pursuant to the Scheme will not be known until all Elections have been made by JPMIG Shareholders and Shareholders should not take the foregoing maximum numbers of New Elect Shares as being indicative of the actual number of New Elect Shares that will be issued pursuant to the Scheme.

Recommendation

The Board considers the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends Shareholders vote in favour of the Proposals to be put to the Meetings, as they intend to do in respect of their own beneficial holdings which amount in aggregate, to 25,487 Managed Growth Shares, 50,000 Managed Income Shares, representing 0.085 per cent. of the total issued ordinary share capital of the Company and 0.06 per cent. of the total voting rights in the Company.

Expected Timetable

Each of the times and dates in the expected timetable may (where permitted by law) be extended or brought forward without further notice and in particular the dates relating to the Scheme and the issue of the New Elect Shares are provisional only. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. All references to times in this document are to London time.

A copy of the Circular and Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Circular and Prospectus will also shortly be available on the Company's website at www.jpmelect.co.uk where further information on the Company can also be found.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular dated 26 October 2016.

For further information:

Richard Plaskett

JPMorgan Funds Limited, Client Director

020 7742 3422

Rhys Williams

JPMorgan Funds Limited, Company Secretary

020 7742 5073

David Benda/Nathan Brown

Corporate broker to Elect in respect of the proposals, Numis Securities Limited

020 7260 1000