Publication of Prospectus

RNS Number : 4622X

J.P. Morgan Private Equity Ltd

14 August 2009

 



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

14 August 2009

Regulatory News Service
London Stock Exchange
London
EC4M 7LS

J.P.Morgan Private Equity Limited (the 'Company')

In connection with the Company's recent Open Offer and Bonus Issue (see announcement made by the Company on 18 June 2009), the Company has today published a supplementary prospectus ('Supplementary Prospectus') to update the prospectus previously issued by the Company on 18 June 2009 ('Prospectus'). Terms used in the announcement have the same meaning as set out in the Supplementary Prospectus and Prospectus.

The Supplementary Prospectus sets out the Subscription Prices at which Warrants to be issued by the Company to Qualifying Bonus Issue Shareholders may be exercised in relation to the purchase of US$ Equity Shares during the period 1 October 2009 to 30 June 2014. 

The Subscription Prices, which have been determined by reference to the Net Asset Value of the Company as at 30 June 2009, detailed in the Supplementary Prospectus are:

Date Subscription Notice received by the Company (inclusive)	Relevant Subscription Price
1 October 2009 to 30 June 2010	US$1.35 (being a 1 per cent. premium to the NAV per US$ Equity Share as at 30 June 2009)
1 July 2010 to 30 June 2011	US$1.37 (being a 2 per cent. premium to the NAV per US$ Equity Share as at 30 June 2009)
1 July 2011 to 30 June 2012	US$1.39 (being a 4 per cent. premium to the NAV per US$ Equity Share as at 30 June 2009)
1 July 2012 to 30 June 2013	US$1.45 (being an 8 per cent. premium to the NAV per US$ Equity Share as at 30 June 2009)
1 July 2013 to 30 June 2014	US$1.47 (being a 10 per cent. premium to the NAV per US$ Equity Share as at 30 June 2009)

Copies of the following documents are available for inspection at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and at the registered office of the Company during normal business hours of any business day (Saturdays and public holidays excepted) until 20 August 2009:

• the Memorandum and Articles of Incorporation of the Company;

• the audited report and accounts of the Company for the period to 30 June 2006 and the financial years to 30 June 2007 and 30 June 2008;

• the unaudited financial statements for the period from 30 June 2007 to 31 December 2007 and for the period from 30 June 2008 to 31 December 2008; and

• the Supplementary Prospectus.

Copies of the Supplementary Prospectus have been submitted to the FSA and will shortly be available for viewing from the Document Viewing Facility, UK Listing Authority, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

In addition, a full copy of the Supplementary Prospectus is available on the Company's website (through the 'Investor Information' and 'Reports' and 'Shareholder Documents' links through http://jpelonline.com or http://jpelonline.co.uk).

Further copies of the Supplementary Prospectus 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; or

• J.P. Morgan Cazenove, 20 Moorgate, London EC2R 6DA

Enquiries:

J.P. Morgan Cazenove Limited
Angus Gordon Lennox 
[phone]

HSBC Management (Guernsey) Ltd 
[phone]

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

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

DISCLAIMER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 
IN WHOLE OR IN PART 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

This announcement and the information contained herein is not for release publication or distribution, directly or indirectly, in whole or in part in or into the United States, Australia, Canada or Japan or any other jurisdiction where to do so would constitute a violation of applicable laws in such jurisdiction. This announcement does not constitute or form part of an offer to sell, purchase, exchange or subscribe for any securities or the 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 person 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') and investors will not be entitled to the benefit of that 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. Securities may not be offered or sold in the United States absent registration or an exemption from registration.  The securities referred to in this announcement are being offered and sold only to non-US persons outside the United States.

This announcement is an advertisement and not a prospectus and does not constitute or form part of any offer, solicitation or invitation to purchase or subscribe for any securities in any jurisdiction.  Investors must not subscribe for any securities referred to in this announcement except on the basis of the information contained in the Circular.

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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