Circular With Special Resolutions

RNS Number : 2903I

J.P. Morgan Private Equity Ltd

23 July 2012

 



JPEL PUBLISHES CIRCULAR WITH SPECIAL RESOLUTIONS

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GUERNSEY, 23 JULY 2012

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

The circular contains notices in respect of the 2012 AGM of the Company and class meetings of holders of US$ Equity Shares and each class of ZDP Shares.  The meetings will be held at 3:30 p.m. (London time) on 5 September 2012 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 circular.  JPEL's Board of Directors (the "Board") would like to highlight that the following special resolution will be proposed to the Company as a whole at the AGM and to each class of shareholders at the relevant class meeting:

·    Amend the limits on borrowing to 30 per. cent of the Total Assets of the Company.

·    Amend the final capital entitlement dates of each of the Company's three classes of ZDP Shares.  JPEL proposes that each final capital entitlement date be moved forward by two months but that each final capital entitlement will remain the same.

·    Increase the minimum cover under the ZDP Test from 1.3 times to 2.0 times, as defined in the Company's Articles.

The implementation of the changes described above is conditional on approval of the relevant resolutions at each of the AGM and each of the class meetings.

The Board would also like to highlight the following resolution to be proposed at the US$ Equity Share Class Meeting:

·    Approve the refinancing proposal for the Company's 2013 ZDP Shares.  JPEL proposes that the Company's 2013 ZDP Shares be refinanced primarily through a combination of available cash and undrawn borrowings under the existing credit facility.  

JPEL's Board is focused on the optimisation of the Company's capital structure.  The Board believes that the combination of all ordinary, special and extraordinary resolutions proposed at the meetings referred to in the circular will provide JPEL with maximum flexibility to efficiently manage its capital structure.

Copies of the following documents are available for inspection at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS, at the registered office of the Company during normal business hours of any business day (Saturdays and public holidays excepted) until the conclusion of the class meetings referred to in the circular and at the place of the AGM for 15 minutes prior to the AGM until the conclusion of the class meetings referred to in the circular:

·    the current Memorandum of Incorporation and the Articles of Incorporation;

·    the proposed amendments to the Articles of Incorporation; and

·    the AGM circular.

Colour-coded copies of the circular and proxy form will be mailed to shareholders.

Copies of the circular and proxy form have been submitted to the National Storage Mechanism and will shortly be available for inspection at:

http://www.morningstar.co.uk/uk/NSM.

A full copy of the circular and annual report and accounts are available on JPEL's website (through http://www.jpelonline.com/investor-information/shareholder_documents/2012.aspx).

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

20 Finsbury Street

London

EC2Y 9AQ

United Kingdom

J.P. Morgan Asset Management

270 Park Avenue

New York, NY 10017

USA

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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, JPEZ, 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."

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For further information please contact:

J.P. Morgan Private Equity Limited

Troy Duncan / Greg Getschow  

[e-mail] / [e-mail]  

Rosemary DeRise / Samantha Ladd

[phone]  / [phone]  

[e-mail] / [e-mail]

 

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