Result of AGM

RNS Number : 6458L

J.P. Morgan Private Equity Ltd

06 September 2012

 

JPEL ANNOUNCES RESULTS OF AGM AND CLASS MEETINGS

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GUERNSEY, 6 SEPTEMBER 2012

J.P. Morgan Private Equity Limited ("JPEL" or the "Company") is pleased to announce that at the Annual General Meeting ("AGM") of the Company held on 5 September 2012, all resolutions put to shareholders were duly passed. In addition, the resolutions proposed at separate class meetings of US$ Equity Shareholders, 2013 ZDP Shareholders, 2015 ZDP Shareholders and 2017 ZDP Shareholders were duly passed.  

In particular, JPEL's Board of Directors (the "Board") is pleased to announce that a special resolution was passed at the AGM which will allow the Company to:

·    Amend the limit 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.  Each final capital entitlement date will be moved forward by two months, and 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.

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 passed at the AGM and the Class Meetings provide JPEL with maximum flexibility to efficiently manage its capital structure.    

Unless otherwise defined in this announcement, defined terms shall have the meeting given to them in the circular issued by the Company dated 23 July 2012.

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SUMMARY OF RESOLUTIONS PASSED AT JPEL'S AGM

Special Resolutions

1.     To renew the Company's authority to make purchases of up to 15 per cent. 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 its own issued Shares;

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

4.     To (i) amend the Company's borrowing powers to 30 per cent. of Total Assets from 20 per. cent of Adjusted Total of Capital and Reserves as set out in the Articles of Incorporation and to further amend the Articles of Incorporation to incorporate the rights of the 2017 ZDP Shares, (ii) amend the final capital entitlement date of each class of Issued ZDP Shares, (iii) amend the ZDP Test, and (iv) make a corresponding change to the borrowing restriction contacted in the investment policy.

Ordinary Resolutions

5.     To approve and adopt the Annual Report and Financial Statements of the Company for the year ended 30 June 2011;

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 elect PricewaterhouseCoopers CI LLC as Auditors to the Company;

9.     To authorise the Directors to determine the Auditors' remuneration; and

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

SUMMARY OF RESOLUTIONS PASSED AT THE CLASS MEETING OF US$ EQUITY SHAREHOLDERS

Extraordinary Resolution - US$ Equity Shares

1.    To (i) amend the Company's borrowing powers to 30 per cent. of Total Assets from 20 per. cent of Adjusted Total of Capital and Reserves as set out in the Articles of Incorporation and to further amend the Articles of Incorporation to incorporate the rights of the 2017 ZDP Shares, (ii) amend the final capital entitlement date of each class of Issued ZDP Shares, (iii) amend the ZDP Test, and (iv) make a corresponding change to the borrowing restriction contacted in the investment policy.

Ordinary Resolution - US$ Equity Shares

2.    To approve the Refinancing Proposal formulated by the Board.

SUMMARY OF THE RESOLUTION PASSED AT EACH SEPARATE CLASS MEETING OF 2013 ZDP SHAREHOLDERS, 2015 ZDP SHAREHOLDERS AND 2017 ZDP SHAREHOLDERS

Extraordinary Resolution - ZDP Shares

To (i) amend the Company's borrowing powers to 30 per cent. of Total Assets from 20 per. cent of Adjusted Total of Capital and Reserves as set out in the Articles of Incorporation and to further amend the Articles of Incorporation to incorporate the rights of the 2017 ZDP Shares, (ii) amend the final capital entitlement date of each class of Issued ZDP Shares, (iii) amend the ZDP Test, and (iv) make a corresponding change to the borrowing restriction contacted in the investment policy.

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

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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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