Strategic Update

RNS Number : 6590X

J.P. Morgan Private Equity Ltd

15 January 2014

 

J.P. Morgan Private Equity Limited

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

JPEL ANNOUNCES STRATEGIC UPDATE

·      IMMEDIATE LIQUIDITY EVENT ANNOUNCED TODAY via third party market purchases of up TO 84 million JPEL US$ EQUiTY SHARES AT $0.80, A PREMIUM TO PREVAILING SHARE PRICE

·      maximisation of nav growth over next 24 months by ceasing capital distributions and INVESTing Up to $150 million in GROWTH COMPANIEs

·      Medium term liquidity mechanism proposed TO  CREATe A Realisation SHARE CLASS  

GUERNSEY, 15 JANUARY 2014

On 7 November 2012, JPEL announced a series of strategic initiatives to improve the Company's capital structure and to provide liquidity for holders of US$ Equity Shares.  Significant progress has been made, specifically:

·      Total indebtedness reduced by approximately $75 million from 31 December 2012 through 30 November 2013 and total leverage ratio* reduced from 38.5% to 29.9% over the same period;

·      Overall cost of debt reduced by approximately 31.3% from 31 December 2012 to 30 November 2013;

·      2013 ZDP share class retired in April 2013;

·      $35.8 million of non-core assets sold;

·      $20 million returned to US$ Equity Shareholders by repurchasing 31,372,548 US$ Equity Shares  

JPEL's US$ Equity Share price has increased 15.6% during calendar year 2013.  Moreover, during the same period approximately 120 million US$ Equity Shares have traded, representing 34.6% of total US$ Equity Shares.

As anticipated, the Company's focus on deleveraging and returning capital to investors has limited the amount of capital available for new investment in growth opportunities during the period.

Despite the significant progress described above, the Board recognise that US$ Equity Shares continue to trade at a significant discount to NAV per US$ Equity Share and will continue to pursue initiatives to address this issue and deliver NAV growth to shareholders.

To this end, the Board are pleased to announce the next phase of strategic initiatives.

J.P. Morgan Private Equity Limited

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

Immediate liquidity event funded by third party institutional investors

The Company has held discussions with certain existing institutional investors regarding taking a meaningful position in the equity of the Company and therefore providing a significant liquidity event to US$ Equity Shareholders.

As a result, JPEL has been notified that certain institutional investors are seeking to purchase up to 84 million US$ Equity shares through market purchases at $0.80 per US$ Equity Share.  Shareholders wishing to sell US$ Equity Shares should contact Liberum on or before 24 January 2014 who are acting on behalf of the institutional buyers.

The market purchases will commence immediately on 15 January 2014 and end on the earlier of 24 January 2014 or at such time as 84 million shares are acquired. 

The Board is fully supportive of this exercise. This trade provides a significant and immediate liquidity event for US$ Equity Shareholders at an 8.3% premium to the US$ Equity Share price as at 14 January 2014, the latest practicable date prior to this announcement.

Cessation of capital distributions and investment of $150 million in growth companies

Following the coordinated market purchases announced today, the Company will cease dividend and capital distributions to US$ Equity Shareholders and continue with its investment strategy of reinvesting distributions from JPEL's existing portfolio in order to create a concentrated portfolio of growth companies.

The Manager intends to deploy up to $150 million in approximately 15-20 private companies, predominantly in the US and Western European markets, via the secondary and co-investment markets over the next 24 month period. 

J.P. Morgan Private Equity Limited

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

Proposal for creation of Redeemable Realisation Share Class

The Board confirms that, at the Company's next AGM, resolutions will be put forward to shareholders to:

a)  restructure the distribution rights of the US$ Equity Shares, and

b)  to create a Redeemable Realisation Share ("RRS") class which will entitle holders to all cash realisations from the Company's investment portfolio in proportion to their aggregate holding within the equity of the Company.

The Board intends to effect this restructuring such that on a date following the repayment of the 2015 ZDP Shares, US$ Equity Shareholders will have the option to exchange one US$ Equity Share for one RRS, with cash realisations to commence for RRS shareholders beginning 31 January 2016. US$ Equity Shareholders will have the option to remain in the current US$ Equity Share class.

As required by the Company's Articles of Incorporation, distributions will only be made prior to the 2017 Final Capital Entitlement Date provided that the minimum level of cover as stated in the articles can be maintained for 2017 ZDP Share class.

Following creation of the RRS class, the proportion of cash realisations from the Company's investment portfolio to which remaining US$ Equity Shareholders are entitled will be reinvested in accordance with the Company's investment policy. The Board will consider an appropriate distribution policy for US$ Equity Shares beyond the 2017 ZDP Final Capital Entitlement Date, when JPEL's final ZDP share class is retired.  Should these resolutions not be passed, the Board will continue to explore alternatives to create liquidity for the Company's shareholders.

*             *                   *

More detail with regard to the proposals set out in today's announcement will be sent to Shareholders in advance of the next AGM which is expected to take place on or about April 2014.

Trevor Ash, JPEL's Chairman commented

"Today, we are implementing our second phase of the strategic initiative programme.  We are pleased to have coordinated the support of the third party investors and believe that this coordinated market purchase will help provide immediate liquidity to those seeking to exit JPEL at a premium to the prevailing stock price.  For remaining shareholders, JPEL will seek to maximize NAV growth over the next 24 months through the reinvestment of portfolio distributions and then provide a mechanism to exit the Company through the creation of a run-off share class."

* Total leverage ratio is defined as value of the outstanding ZDP liabilities, plus leverage drawn under the Company's credit facility, divided by JPEL's Total Assets.

J.P. Morgan Private Equity Limited

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

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]

Liberum

Steve Pearce 

James Bouverat

Nicole Kwan

[phone] / [phone]

*             *                   *

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."

 

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