AGM Results 2019

RNS Number : 5913U

JPEL Private Equity Limited

26 November 2019

 

JPEL Private Equity Limited

Ground Floor

Cambridge House

Le Truchot, St Peter Port

Guernsey, GY1 1WD

www.jpelonline.com

JPEL ANNOUNCES RESULTS OF AGM

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GUERNSEY, 26 NOVEMBER 2019

JPEL Private Equity Limited (the "Company") announces that at the Annual General Meeting ("AGM") of the Company held on 25 November 2019, all resolutions put to shareholders at the AGM were duly passed.

SUMMARY OF RESOLUTIONS PROPOSED AT AGM

SUMMARY OF RESOLUTIONS TO BE PROPOSED

The following summarises all of the resolutions the Company sought approval for at the AGM.

Special Resolutions

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

Ordinary Resolutions

3.          To approve and adopt the Annual Report and Financial Statements of the Company for the year ended 30 June 2019.

4.          To re-elect PricewaterhouseCoopers CI LLP as Auditors to the Company.

5.          To re-authorise the Directors to determine the Auditors' remuneration.

6.          To re-authorise and agree the remuneration of the Directors in accordance with the Articles of Incorporation.

7.          To re-elect Christopher P. Spencer as a non-executive, independent director of the Company, who retires by rotation.

8.          To re-elect John Loudon as a non-executive, independent director of the Company, who retires by rotation.

9.          To re-elect Anthony (Tony) Dalwood as a non-executive, independent director of the Company, who retires by rotation.

10.        To re-elect Sean Hurst as a non-executive, independent director of the Company, who retires by rotation.

Below, please find a summary of all votes received for JPEL's AGM:

Resolution	In Favor	%	Items		Discretion	%	Items		Against	%	Items		Withheld	Items
1	101,287,098	100	17		0	0	0		0	0	0		0	0
2	101,182,064	99.9	17		0	0	0		105,034	0.1	1		0	0
3	101,287,098	100	17		0	0	0		0	0	0		0	0
4	101,287,098	100	17		0	0	0		0	0	0		0	0
5	101,287,098	100	17		0	0	0		0	0	0		0	0
6	101,287,098	100	17		0	0	0		0	0	0		0	0
7	89,219,252	88.09	16		0	0	0		12,067,846	11.91	1		0	0
8	73,211,200	72.28	15		0	0	0		28,075,898	27.72	4		0	0
9	101,287,098	100	17		0	0	0		0	0	0		0	0
10	101,287,098	100	17		0	0	0		0	0	0		0	0

The Board notes the outcome of the votes in relation to Resolution 8 concerning the re-election of John Loudon.

Directors have no fixed tenure as the Board does not believe that length of service on the Board necessarily impacts a director's independence nor that it should disqualify a director from seeking reappointment.

Consistent with the Company's Investment Strategy and Investment Policy, the Manager is exploring the private equity secondary market for legacy fund interests as well as liquidity options for certain of the Company's portfolio companies. Given these ongoing discussions, the Company and Board believe that maintaining all existing members of the Board is preferable for the Company to effect various liquidity options over the course of the 2020 fiscal year.  It remains the Board's intent to put those Board members who have served longer than 9 years up for annual re-election on a going forward basis. In addition, the Board takes into consideration the AIC Code of Corporate Governance issued in February 2019 ('AIC Code') (which adapts the UK Corporate Governance Code to make it relevant for investment companies) and its requirement to refresh the Board, while also aiming to balance this with the need for some continuity and retention of experience.  

The Board will make every effort to engage with shareholders who voted against this resolution to understand and discuss their concerns and, in accordance with its obligations under the AIC Code, the Company will provide an update following that engagement with shareholders within the next six months and a final summary in its next annual report].

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About JPEL Private Equity Limited

JPEL Private Equity Limited is a Guernsey registered and incorporated, London Stock Exchange-listed, closed-ended investment company (LSE: JPEL) 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.  

ENQUIRIES:

FCF JPEL Management LLC

[e-mail]

 

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