Proposed Fundraising

RNS Number : 9391T

J.P. Morgan Private Equity Ltd

15 June 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 
IN WHOLE OR IN PART TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS IN SUCH JURISDICTION

 15 June 2009

Regulatory News Service
London Stock Exchange
London
EC4M 7LS

J.P. Morgan Private Equity Limited (the 'Company') - Further Update on the Proposed Fundraising

Further to the announcement made by the Company on 11 June 2009, the Board has approved, subject to all legal and regulatory requirements, an open offer capital raising by the Company of US$ Equity Shares on a pro-rata, pre-emptive basis.

Subject to the required shareholder approvals, the new US$ Equity Shares will be offered at an issue price of US$1.00 per new US$ Equity Share, which represents the average market price over the last 15 trading days. The open offer will have a target issue size of 50 million US$ Equity Shares and will allow for a maximum issue of up to 100 million new US$ Equity Shares.  The pre-emptive offer will be made based on shareholdings as at the open offer record date (which will be announced in due course) and it is expected that any new US$ Equity Shares subscribed for pursuant to the capital raising will be issued in mid-July.

The Board believes that raising additional capital could provide the following benefits: enable the Company to take advantage of the increased flow of secondary market investment opportunities; further enhance the Company's balance sheet, increase cash reserves and potentially reduce long-term external borrowings; and fund existing portfolio investments.

The directors are also considering asking shareholders to grant authority to the Company to issue any of the 100 million US$ Equity Shares not subscribed for in the open offer capital raising to new or existing investors (on a non-pre-emptive basis) following completion of the open offer. The authority would permit such shares to be issued at a discount to the prevailing net asset value per US$ Equity Share. This authority will be limited to a discount not exceeding 30 per cent. of the net asset value per US$ Equity Share at the time the relevant offer is made and the authority will expire, if approved by shareholders, on 31 December 2009.

The capital raising is subject to the Company publishing a combined prospectus and circular (the 'Prospectus') in compliance with all regulatory requirements and the approval of shareholders. It is expected that the Company will publish the Prospectus on or around 18 June 2009.

Shareholders participating in the open offer capital raising will, together with other holders of US$ Equity Shares on the warrant issue record date (which will be stated in the Prospectus), have the opportunity to participate in the planned warrant issue by the Company referred to in the announcement dated 16 April 2009.

Further details of the open offer capital raising (including its terms and conditions), the warrant issue and the publication of the Prospectus will be announced in due course.  

Enquiries

HSBC Management (Guernsey) Ltd
+ 44 (0) 1481 710 901

J.P. Morgan Private Equity Limited
Gregory Getschow / Troy Duncan 
[phone]

Peregrine Communications
Anthony Payne / Paul Mungo / Max Hilton
[phone]

DISCLAIMER

This announcement does not constitute or form part of an offer to sell, purchase, exchange or subscribe for any securities or solicitation of such an offer to or from any person including any US person (as defined in Regulation S under the Securities Act, 'US person') or in the United States of America or any other jurisdiction. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the 'Investment Company Act'). The securities referred to in this announcement have not been and will not be registered under the United States Securities Act 1933, as amended (the 'Securities Act'), and may not be offered or sold or otherwise transferred within the United States or to, or for the account or benefit of US Persons absent registration under the Securities Act or an exemption therefrom, and under the circumstances which will not require the company to register under the Investment Company Act.

This communication is directed only at (i) persons outside the United Kingdom, or (ii) persons having professional experience in matters relating to investments who fall within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with such persons and persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.

The release, publication or distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons to whom this announcement is made available should therefore inform themselves about and observe any such restrictions. No action has been taken by the Company that would permit the offer or sale of any securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Any failure to comply with any such restrictions may constitute a violation of the laws of such jurisdictions.

All statements other than statements of historical fact in this announcement are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that in many cases are beyond the Company's control because they relate to events and depend on circumstances that may or may not occur in the future. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements are not guarantees of future performance and the Company's actual results, financial condition, prospects and the development of the markets in which it invests may differ materially from those expressed or implied by the forward-looking statements in this announcement. Forward-looking statements speak only as of their date. The Company does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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