AGM Circular

RNS Number : 0820E

J.P. Morgan Private Equity Ltd

04 April 2014

 

J.P. Morgan Private Equity Limited

PO Box 60

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

JPEL PUBLISHES 2014 AGM CIRCULAR

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GUERNSEY, 4 APRIL 2014

J.P. Morgan Private Equity Limited ("JPEL" or the "Company") has today published a circular (the "AGM Circular") to Shareholders.

The AGM Circular contains a notice of an annual general meeting ("AGM") and a notice of a class meeting of the holders of US$ Equity Shares, both to be held on 1 May 2014 at Carinthia House, 9-12 The Grange, St. Peter Port, Guernsey GY1 4BF.

Details of the resolutions proposed at each of the meetings are set out in the AGM Circular.  JPEL's Board of Directors (the "Board") would like to highlight the following special resolution:

·      To adopt new Articles of Incorporation to provide US$ Equity Shareholders with the option to convert to a Realisation Share Class

o  It is expected that the Realisation Share Class will provide a future additional liquidity option for US$ Equity Shareholders.

o  Holders of shares of the Realisation Share Class will be entitled to their proportional cash proceeds from JPEL's investment portfolio attributable to the Realisation Share Class.

o  Realisation Shares will be issued only after the 2015 ZDP Shares have been repaid their final capital entitlement (31 October 2015).

o  Eligible US$ Equity Shareholders will be entitled, but not obliged, to elect to convert all or part of their holdings of US$ Equity Shares into Realisation Shares. 

JPEL's Board continues to focus on the optimisation of the Company's capital structure.  The Board believes that the combination of all resolutions proposed at the meetings referred to in the AGM Circular will provide JPEL with maximum flexibility to efficiently manage its capital structure.

SUMMARY OF RESOLUTIONS TO BE PROPOSED

The following summarises all of the resolutions the Company is seeking to approve at the AGM.

With the exception of the special resolution relating to the creation of the Realisation Share Class, all special and ordinary resolutions represent renewals from previous annual general meetings and will be proposed to all Shareholders as a whole.

Special Resolutions

1.       To renew the Company's authority to make purchases of up to 15 per cent. of each class of its own issued Shares pursuant to any proposed Tender Offer.

2.       To renew the Company's general authority to make market purchases of up to 14.99 per cent. of each class of its own issued Shares.

3.       To renew the disapplication of the pre-emption rights for up to 10 per cent. of each class of its own issued Shares as set out in the Articles of Incorporation.

4.       To adopt new Articles of Incorporation to provide US$ Equity Shareholders with the option to convert to a Realisation Share Class.

Ordinary Resolutions

5.       To approve and adopt the Annual Report and Financial Statements of the Company for the year ended 30 June 2013.

6.       To re-elect Gregory S. Getschow as a non-executive Director of the Company, who retires by rotation.

7.       To re-elect John Loudon as a non-executive, independent Director of the Company, who retires by rotation.  

8.       To re-elect PricewaterhouseCoopers CI LLP as Auditors to the Company.

9.       To re-authorise the Directors to determine the Auditors' remuneration.

10.     To re-authorise and agree the remuneration of the Directors in accordance with the Articles of Incorporation.

The following resolution will be proposed separately at the US$ Equity Class Meeting.

Special Resolution

1.        To adopt new Articles of Incorporation to provide US$ Equity Shareholders with the option to convert to a Realisation Share Class.

Further details on each of the resolutions are set out in the AGM Circular.  

Copies of the following documents are available for inspection at the offices of Bingham McCutchen (London) LLP, 41 Lothbury, London, EC2R 7HF and at the registered office of the Company (which is also the place of the AGM) during normal business hours of any Business Day (Saturdays and public holidays excepted) until the conclusion of the AGM:

•            the Annual Report and financial statements for the year ended 30 June 2013; and

•            the AGM Circular

A copy of the AGM Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do

A full copy of the AGM Circular and annual report and accounts are available on JPEL's website (through the "Investor Information" and "Reports" and "Shareholder Documents" links through http://www.jpelonline.com or http://www.jpelonline.co.uk).  

Further copies of this document may be obtained, free of charge, from the registered office of the Company and from:

J.P. Morgan Asset Management  

60 Victoria Embankment

London, EC4Y 0JP

United Kingdom

J.P. Morgan Asset Management

270 Park Avenue

New York, NY 10017

USA

Copies of the AGM Circular and proxy forms will be mailed to Shareholders.

Unless otherwise defined, terms used in this document shall have the meaning given to them in the AGM Circular.

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About J.P. Morgan Private Equity Limited

J.P. Morgan Private Equity Limited is a Guernsey registered and incorporated, London Stock Exchange-listed, closed-ended investment company (LSE: JPEL, JPZZ, JPSZ) designed primarily to invest in the global private equity market.  The investment objective of the Company is to achieve both short and long-term capital appreciation by investing in a well diversified portfolio of private equity fund interests and by capitalising on the inefficiencies of the secondary private equity market.  On 17 August 2009, JPEL issued warrants free of subscription cost to shareholders on record.  The warrants are publicly traded on the London Stock Exchange under the symbol "JPWW."

For further information please contact:

J.P. Morgan Private Equity Limited

Greg Getschow  

[phone]

[e-mail]  

Rosemary DeRise / Samantha Ladd

[phone]  / [phone]  

[e-mail] / [e-mail]

 

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