Strategic Update

RNS Number : 0820W

JPEL Private Equity Limited

22 April 2016

 

JPEL Private Equity Limited                                                                                                                                                             

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

JPEL ANNOUNCES strategic update

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·      FOLLOWING EXTENSIVE CONSULTATION BY THE BOARD AND ITS ADVISERS, SHAREHOLDERS HAVE INDICATED THAT THE DUAL SHARE CLASS STRUCTURE WHICH WAS APPROVED BY SHAREHOLDERS IN 2014 IS NO LONGER APPROPRIATE.

·      AS A RESULT, JPEL WILL NOT PUBLISH A PROSPECTUS FOR ADMISSION OF THE REALISATION SHARE CLASS TO THE OFFICIAL LIST AS ANNOUNCED PREVIOUSLY. 

·      IN MAKING THIS DECISION, THE BOARD IS MINDFUL OF A VARIETY OF FACTORS AFFECTING SHAREHOLDERS AS A WHOLE INCLUDING COST, REALISATION VALUE AND 2017 ZDP REPAYMENT.

·      THE BOARD ANNOUNCES PHASE III OF THE COMPANY'S STRATEGIC INITIATIVES, REINSTATING THE TENDER FACILITY AND ALLOWING FOR SEMI-ANNUAL DISTRIBUTIONS TO SHAREHOLDERS AT NAV.

·      AN EXTRAORDINARY MEETING OF SHAREHOLDERS WILL BE HELD IN JUNE TO CONSIDER REALISATION PROPOSALS.

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GUERNSEY, 22 APRIL 2016

Further to JPEL Private Equity Limited's ("JPEL" or the "Company") announcement on 11 March 2016 discussing the timeline for the implementation of the realisation share class, the Company announces that holders of a majority of US$ Equity Shares ("US$ Equity Shareholders") have, in recent weeks, notified the Board that they no longer support the dual continuation share class and realisation share class structure that was voted on by shareholders in 2014 and have requested an alternative proposal.  As a result, JPEL will not publish a prospectus to list the realisation share class as the Board does not consider it in the best interests of the Company to do so. 

The Board further announces the implementation of Phase III of the Company's strategic initiative plan.  Phase III emphasis will be on returning to a distribution policy and the reinstatement of the Company's semi-annual tender facility to allow distributions at prevailing Net Asset Values ("NAV") in accordance with the Company's investment policies, whilst repaying debt and reserving for ZDP repayment.  Phase III will be implemented irrespective of whether the resolutions to change the investment policy are approved or not.

In 2012 and 2014, JPEL announced two phases of strategic initiatives: 

·      Phase I - focused on improving the Company's capital structure and returning capital to shareholders via a share repurchase program.  To date, JPEL has reduced overall leverage¹ by approximately 50% from $170.6 million at 31 December 2013 to $84.8 million at 31 December 2015.  Leverage at 31 December 2015 was 16.5% of total assets.

·      Phase II - liquidity to shareholders funded by third party institutional investors and allowed for the investment of $150 million of capital in growth companies.  In January 2014, 84 million US$ Equity Shares (24% of outstanding US$ Equity Shares) were purchased at an 8.3% premium to prevailing market price - exceeding the aggregate liquidity provided to US$ Equity Shareholders through buybacks and tenders during the prior 3 years.  From January 2014 through December 2015, JPEL invested $145.7 million in 11 direct investments, funded by distributions from JPEL's portfolio.

The Board announces the following operating guidelines for the next 18 months (Phase III of Strategic Initiatives):

·      The Company will seek to limit its leverage ratio¹ to less than 15%

·      Based on assumptions for exits, it is the intention of the Company to distribute not less than 50% of realizations from the portfolio to shareholders by the voluntary operation of its tender facility, less any tender costs, in accordance with the Company's Articles of Incorporation ("Articles") and investment policies (subject to the Company having available cash, being solvent and any other legal and regulatory requirements and the Board exercising its discretion to make tender offers)

·      Tenders will be made semi-annually in accordance with the Articles provided that cash available for the tender facility is in excess of US$10 million

·      Tenders will be open for 20 business days (with appropriate tax notifications) to enable US investors to participate

·      Purchases of 15% of US$ Equity Shares may only be made by way of tender offer.  If proceeds available for distribution exceed this amount, the Company may make ad hoc purchases of shares in the open market at prevailing market prices (up to a further 14.99%) or pay dividends or capital distributions in accordance with the Articles

·     The realization proceeds not distributed will be used to reduce liabilities and pay costs and expenses, fund portfolio follow-on investments and undrawn capital commitments

The Board will also convene an extraordinary general meeting ("EGM") of the Company in June 2016 at which shareholders will be asked to consider proposals which will allow the Company to effect an orderly realisation of its portfolio following repayment to the 2017 ZDP Shareholders of their final capital entitlement ("Realisation Proposals"). 

At the EGM, an ordinary resolution will be put forward to approve a change to the investment policy of the Company following the repayment of the 2017 ZDP Shares in October 2017.  If the ordinary resolution is passed, US$ Equity Shareholders will be asked, at a separate class meeting of such shareholders convened for the same day as the EGM, to vote on a special resolution which, if passed, will sanction such change to the Company's investment policy.  Following the passing of the ordinary resolution and the special resolution, the change to the investment policy, which will take effect after the 2017 ZDP Shares are repaid their final capital entitlement, will allow the Company to effect an orderly realisation of its portfolio as follows:

·      Realisation of portfolio assets to maximize returns to shareholders

·      Explore the private equity secondary market for JPEL's portfolio of legacy fund interests within three years if it is determined that market pricing is favourable

·      Direct investment portfolio to be held until maturity

In the event that one of the resolutions is passed, but not both the Board will consult with US$ Equity Shareholders and put forward revised proposals which would enable resolutions to be passed to effect an orderly realisation of the Company's portfolio.

If both resolutions are not passed, the Company will continue in existence in its present form and under its existing investment policy, and Phase III of the Strategic Initiatives will be implemented.

Affiliates of the Manager that own shares in the Company will abstain from voting those shares as part of the ordinary resolution to approve a change to the investment policy of the Company and as part of the special resolution to sanction the change to the Company's investment policy at the EGM as described above.

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1. Leverage is defined as debt drawn under the Company's credit facility and Zero Dividend Preference Shares.

2. Leverage ratio is defined as total debt drawn under the Company's credit facility plus Zero Dividend Preference Shares divided by Total Assets.

For further information please contact:

JPEL Private Equity Limited

Rosemary DeRise

[phone]

[e-mail]

Samantha Ladd Sughrue

[phone] 

[e-mail]

About JPEL Private Equity Limited

JPEL Private Equity Limited ("JPEL" or the "Company") is a Guernsey registered and incorporated, London Stock Exchange-listed, closed-ended investment company (LSE: JPEL, JPSZ).   The Company's capital structure consists of two classes of shares: US$ Equity Shares and one class of Zero Dividend Preference Shares due 2017.   

 

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