Notice of AGM
J.P. Morgan Private Equity Limited
Arnold House, St Julian's Avenue, St Peter Port, Guernsey GY1 3NF
www.jpelonline.com, www.jpelonline.co.uk
Regulatory News Service
London Stock Exchange
London
EC2N 1HP
12 May 2011
Circular
J.P. Morgan Private Equity Limited ("JPEL" or the "Company") has today published a circular to Shareholders.
The circular contains a notice of AGM to be held at 12:30 p.m. (London time) on 7 June 2011 at Arnold House, St Julian's Avenue, St Peter Port, Guernsey GY1 3NF.
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 the conclusion of the Annual General Meeting:
· the Memorandum of Incorporation and the Articles of Incorporation; and
· the AGM circular.
Copies of the circular and proxy form have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
A full copy of the circular and annual report and accounts are available on JPEL's website (through the "Investor Information" and "Reports" and "Shareholder Documents" links through http://www.jpelonline.com or http://www.jpelonline.co.uk).
Further copies of this document 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 United Kingdom |
J.P. Morgan Asset Management 270 Park Avenue New York, NY 10017 USA
|
The full text of the circular is also copied in the pages below.
PAGE 1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your US$ Equity Shares or Issued ZDP Shares in J.P. Morgan Private Equity Limited (the "Company"), please send this document and the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction.
J.P. MORGAN PRIVATE EQUITY LIMITED
(a closed-ended company incorporated in Guernsey and registered with number 43107)
Notice of Annual General Meeting
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document and which recommends you vote in favour of the Resolutions to be proposed at the AGM. Your attention is also drawn to the section entitled "Action to be Taken by Shareholders" on page 4 of this document.The proposals described in this document are conditional on Shareholder approval at the annual general meeting of the Shareholders (the "AGM"). Notice of the AGM of the Company is set out at the end of this document.
To be valid, the Form of Proxy enclosed for use at the AGM should be completed and returned to the Company's Registrar as soon as possible and, in any event, so as to arrive not later than 1230 hours on 5 June 2011.
The definitions used in this Circular are set out on pages 9 and 10.
11 May 2011
CONTENTS
Page
PART I LETTER FROM THE CHAIRMAN..................................................................... 5
PART II ADDITIONAL INFORMATION ......................................................................... 8
DEFINITIONS .................................................................................................................................. 9
EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Forms of 1230 hours (London time) on 5 June 2011
Proxy for the AGM
AGM 1230 hours (London time) on 7 June 2011
ACTION TO BE TAKEN BY SHAREHOLDERS
ALL HOLDERS OF US$ EQUITY SHARES AND ISSUED ZDP SHARES ARE RECOMMENDED TO COMPLETE AND RETURN THEIR FORM OF PROXY TO INDICATE HOW THEY WISH TO VOTE IN RELATION TO THE PROPOSALS. COMPLETION AND RETURN OF THE FORM OF PROXY WILL NOT AFFECT A SHAREHOLDER'S RIGHT TO ATTEND AND VOTE AT THE AGM.
Shareholders are requested to complete and return their Form of Proxy for the AGM as soon as possible and in any event not later than 48 hours before the meeting. Where a Shareholder being a body corporate wishes to attend and vote at the AGM an appropriate letter of representation and suitable identification of the person nominated to represent the body corporate must be presented before the AGM commences.
PART I
LETTER FROM THE CHAIRMAN
J.P. MORGAN PRIVATE EQUITY LIMITED
(a closed-ended company incorporated in Guernsey and registered with number 43107)
Directors Registered office
Trevor Charles Ash (Chairman) Arnold House
John Loudon St Julian's Avenue
Christopher Paul Spencer St. Peter Port
Gregory Getschow Guernsey
GY1 3NF
11 May 2011
Dear Shareholder,
Notice of Annual General Meeting
Introduction
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at Arnold House, St Julian's Avenue, St. Peter Port, Guernsey, GY1 3NF on 7 June 2011 at 1230 hours (London time).
The purpose of this letter is to explain the business to be considered at the AGM. The business will consist of the usual agenda items considered at each AGM of the Company (including renewal of the authorities to buy back Shares and make Tender Offers).
A notice of AGM is set out at the end of this document (the "Notice"). US$ Equity Shareholders and Issued ZDP Shareholders may attend, in person or by proxy, or if a corporation, by a duly appointed representative, the AGM.
1. Annual General Meeting
Set out on pages 11 to 14 of this document is a notice convening the AGM to be held at 1230 hours (London time) on 7 June 2011 at Arnold House, St Julian's Avenue, St. Peter Port, Guernsey, GY1 3NF.
At the AGM, three special resolutions and five ordinary resolutions will be proposed.
The first resolution will, if passed, renew the Company's authority to make purchases of Shares by way of a Tender Offer. Shareholders should note that the Company has at present made no announcement of its intention to make a purchase of Shares by way of Tender Offer, or to buy back Shares in the market.
The second resolution will, if passed, authorise the Company to buy back Shares on the market. Shares which are purchased using this authority, if granted, may be cancelled or held in treasury.
The third resolution will, if passed, authorise the disapplication of the pre-emption rights of Shareholders set out in Article 74 of the Articles of Incorporation up to an amount equal to 10 per cent of each class of the Company's issued share capital for a period until the earlier of immediately prior to the Company's annual general meeting in 2012 or the date 15 months after the date on which the resolution is passed, unless previously renewed, varied or revoked by the Company in general meeting.
The fourth resolution will, if passed, approve and adopt the Annual Report and Financial Statements of the Company for the year ended 30 June 2010.
The fifth resolution will, if passed, re-elect Gregory S. Getschow as a director. A biography of Mr. Getschow can be found in paragraph 2 below. All the Directors, apart from Mr. Gregory Getschow, are considered to be independent of the Company's investment managers and free of any business or other relationship that could influence their ability to exercise independent judgement. The Board believes that Mr. Getschow's investment management experience adds considerable value to the Company. Mr. Gregory Getschow does not take part in discussing any contractual arrangements between the Board and Company's investment managers. The Board has confirmed, following a performance review, that Mr. Getschow continues to perform effectively and demonstrate commitment to his role.
The sixth resolution will, if passed, re-elect KPMG Channel Islands Limited as auditors to the Company until such time as the next annual general meeting of the Company or their removal as the Company's auditors, whichever may be sooner.
The seventh resolution will, if passed, authorise the Directors to determine the remuneration of the Auditors to the Company.
The eighth resolution will, if passed, authorise the Directors to determine their remuneration in accordance with the Articles of Incorporation.
Resolutions one, two and three are special resolutions and thus, to be passed, require the approval of at least 75 per cent. of those US$ Equity Shareholders and Issued ZDP Shareholders entitled to attend and are present and voting at the AGM in respect of each special resolution. Resolutions four to eight are ordinary resolutions and thus, to be passed, require the approval of not less than 50 per cent. of those US$ Equity Shareholders and Issued ZDP Shareholders entitled to attend and are present and voting at the AGM in respect of each ordinary resolution.
2. biographY of gregory s. getSchow
Gregory S. Getschow (non-independent), aged 47, is a managing director and a portfolio manager for the Company. Mr. Getschow has been on the Company's investment committee since its inception on 30 June 2005. Prior to this, Mr. Getschow was a co-founder of BDC Financial, Inc. Mr Getschow began his career practicing law at Bingham Dana LLP and Sullivan & Worcester LLP. Mr. Getschow received a JD from Villanova Law School, where he was a member of the Law Review, and an AB from Colby College.
3. Action to be taken
The Articles of Incorporation allow holders of both US$ Equity Shares and Issued ZDP Shares to attend and vote at the AGM.
If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the AGM. Whether you intend to be present at the AGM or not, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon so as to be received by the Company's Registrars not later than 1230 hours (London time) on 5 June 2011. The completion and return of the Form of Proxy will not preclude you from attending the AGM and voting in person if you wish to do so.
Whether or not they intend to vote in person, Shareholders are urged to return their Form of Proxy and to vote in favour of the Resolutions.
4. Recommendation
Your Board considers that the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions proposed at the AGM.
Yours sincerely
Trevor Ash
Chairman
PART II
ADDITIONAL INFORMATION
1. MISCELLANEOUS
As at 20 April 2011 (the latest practicable date prior to the publication of this document), the Company's issued share capital consisted of 356,877,850 US$ Equity Shares (excluding 11,036,914 Shares held in treasury), 63,312,305 ZDP Shares (excluding 2,106,519 ZDP Shares held in treasury) and 68,592,306 2015 ZDP Shares (excluding 829,241 2015 ZDP Shares held in treasury).
As at 20 April 2011 (the latest practicable date prior to the publication of this document), 57,897,512 warrants to subscribe for US$ Equity Shares remain outstanding (which represents 16.22 per cent. of the US$ Equity Shares in issue as at 20 April 2011 and will represent 21.63 per cent. of the US$ Equity Shares in issue if Shareholders approve Resolutions 2 and 3 at the AGM and those authorities are exercised in full).
2. DOCUMENTS AVAILABLE FOR INSPECTION
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 (which is also the place of the AGM) during normal business hours of any business day (Saturdays and public holidays excepted) until the conclusion of the Annual General Meeting:
• the Memorandum of Incorporation and the Articles of Incorporation; and
• this document.
A copy of this document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
Further copies of this document 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
United Kingdom
J.P. Morgan Asset Management
245 Park Avenue
New York, NY 10167
USA
11 May 2011
DEFINITIONS
The following definitions apply throughout this document, unless the context requires otherwise:
|
"2015 Zero Dividend Preference Shares" or "2015 ZDP Shares" |
redeemable participating preference shares of no par value each in the capital of the Company designated as 2015 Zero Dividend Preference Shares |
|
"Annual General Meeting" or "AGM" |
the annual general meeting of the Company to be held at 1230 hours (London time) on 7 June 2011, or any adjournment thereof |
|
"Articles" or "Articles of Incorporation" |
the articles of incorporation of the Company in force from time to time |
|
"Auditors" |
KPMG Channel Islands Limited |
|
"Board" or "Directors" |
the directors of the Company |
|
"Business Day" |
any day (other than a Saturday or Sunday) on which commercial banks are open for general business in London and Guernsey |
|
"Companies Law" |
The Companies (Guernsey) Law, 2008, as amended |
|
"Company" |
J.P. Morgan Private Equity Limited |
|
"Equity Shares" |
Euro Equity Shares, Sterling Equity Shares and US$ Equity Shares |
|
"Euro Equity Shares" |
redeemable participating preference shares of no par value each in the capital of the Company which will be designated as Euro Equity Shares on their allotment and issue |
|
"Existing Equity Share Classes" |
the US$ Equity Shares, the Sterling Equity Shares, the Euro Equity Shares in issue from time to time and any other share class issued with the same rights as Shares of those classes but quoted, and having their Net Asset Value calculated and reported, in another currency |
|
"Form of Proxy" |
the form of proxy accompanying this document for use by Shareholders in connection with the AGM |
|
"Issued ZDP Shares" |
the ZDP Shares and the 2015 ZDP Shares |
|
"Issued ZDP Shareholder" |
a holder of Issued ZDP Shares |
|
"Registrars" |
Capita Registrars (Guernsey) Limited |
|
"Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No.2001/3755) |
|
"Resolutions" |
the three special resolutions and five ordinary resolutions set out in the notice convening the AGM on pages 11 to 14 of this document |
|
"Shareholder" |
a registered holder of Shares |
|
"Shares" |
shares forming part of each Existing Equity Share Class and/or the ZDP Shares and 2015 ZDP Shares, as the context may require |
|
"Sterling Equity Shares" |
redeemable participating preference shares of no par value each in the capital of the Company which will be designated as Sterling Equity Shares on their allotment and issue |
|
"Tender Date" |
means 30 June and 31 December in each year, or if such date is not a Business Day then the immediately preceding Business Day but does not include any date on or before which a resolution to wind up the Company is passed, as set out in the Articles of Incorporation |
|
"Tender Offer" |
any tender offer made by the Company on a Tender Date made pursuant to the Articles of Incorporation |
|
"Treasury Shares" |
Shares bought back by the Company that are held in treasury and which can be reissued by the Company pursuant to the Companies Law |
|
"UK" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
|
"US Dollar" or "US$" |
the lawful currency of the United States |
|
"US$ Equity Shares" |
redeemable participating preference shares of no par value each in the capital of the Company designated as US$ Equity Shares |
|
"US$ Equity Shareholders" |
a holder of US$ Equity Shares |
|
"ZDP Shares" or "Zero Dividend Preference Shares" |
|
redeemable participating preference shares of no par value each in the capital of the Company designated as ZDP Shares
J.P. MORGAN PRIVATE EQUITY LIMITED
(the "Company")
(a closed-ended company incorporated in Guernsey and registered with number 43107)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the fifth Annual General Meeting of the Company will be held at 1230 hours (London time) on 7 June 2011 at Arnold House, St Julian's Avenue, St. Peter Port, Guernsey GY1 3NF, for the purpose of considering and, if thought fit, passing the following resolutions, the first three of which will be proposed as special resolutions and the fourth to thirteenth resolutions as ordinary resolutions respectively:
SPECIAL RESOLUTIONS
To consider, and if thought fit, adopt the following special resolutions:
1. THAT the Company be authorised in accordance with The Companies (Guernsey) Law, 2008 (as amended) to make market acquisitions (within the meaning of section 316 of The Companies (Guernsey) Law, 2008) of each class of Shares in issue from time to time pursuant to any proposed Tender Offer to the Company's Shareholders provided that:
(A) the maximum number of US$ Equity Shares hereby authorised to be purchased is limited to 15 per cent. of the US$ Equity Shares in issue as at 7 June 2011 and the maximum number of Zero Dividend Preference Shares hereby authorised to be purchased is limited to 15 per cent. of the Zero Dividend Preference Shares in issue as at 7 June 2011 and the maximum number of 2015 Zero Dividend Preference Shares hereby authorised to be purchased is limited to 15 per cent. of the 2015 Zero Dividend Preference Shares in issue as at 7 June 2011;
(B) the maximum number of Shares forming part of an Existing Equity Share Class (whose market quotation and NAV is calculated and reported other than in US Dollars) hereby authorised to be purchased is limited to 15 per cent. of such Shares in issue as at the date those Shares of that class are first issued;
(C) the minimum price and the maximum price which will be paid for any Share will be their respective Net Asset Value calculated on the relevant Tender Date as set out in the Articles of Incorporation of the Company; and
(D) this authority shall expire on the date 18 months after the date on which this resolution is passed and the Company may make a contract to purchase Shares under this authority before its expiry which will or may be executed wholly or partly thereafter and may make a purchase of Shares in pursuance of any such contract as if such authority had not expired.
2. THAT the Company be authorised in accordance with The Companies (Guernsey) Law, 2008 (as amended) to make market acquisitions (within the meaning of section 316 of The Companies (Guernsey) Law, 2008) of each class of Shares in issue, provided that the maximum number of Shares authorised to be purchased is such number of Shares as equates to 53,495,990 US$ Equity Shares, 9,490,515 Zero Dividend Preference Shares and 10,281,987 2015 Zero Dividend Preference Shares or, if less, such number as is equal to 14.99 per cent of the issued Shares (excluding Treasury Shares) as at the date of the passing of this resolution. The minimum price which may be paid for a Share is 1p and the maximum price which may be paid for a Share shall be limited to an amount which must not exceed the higher of (a) 105 per cent of the average market values for a Share taken from the Official List of the UK Listing Authority for the five Business Days immediately preceding the day on which the Share is purchased and, (b) the higher of the last independent trade and the highest current independent bid price. Such authority expires at the conclusion of the 2012 annual general meeting of the Company. The Company may prior to the expiry of such authority, enter into a contract to purchase Shares under such authority and make a purchase of Shares pursuant to any such contract.
3. THAT pursuant to Article 79 of the Company's Articles the Directors of the Company be and are hereby empowered to allot equity securities (as defined in the Company's Articles) of the Company for cash and to sell equity securities which are held by the Company in treasury for cash as if the pre-emption provisions contained under Article 74 of the Articles did not apply to any such allotments and sales provided that this power shall be limited to the allotment and sales of equity securities up to an amount of:
• 35,687,785 US$ Equity Shares;
• 6,331,231 Zero Dividend Preference Shares;
• 6,859,231 2015 Zero Dividend Preference Shares;
or such other number of Shares that is equal to 10 per cent. of the issued share capital (excluding treasury shares) of each of the share classes of the Company on 7 June 2011.
Such power shall expire on the earlier of the annual general meeting of the Company in 2012 or 7 September 2012, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or sold after such expiry and notwithstanding such expiry the Directors may allot or sell equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.
ORDINARY RESOLUTIONS
To consider, and if thought fit, adopt the following ordinary resolutions:
4. TO approve and adopt the Annual Report and Financial Statements of the Company for the period from 1 July 2009 to 30 June 2010.
5. TO re-elect Gregory S. Getschow as an executive Director of the Company, who retires by rotation.
6. TO re-elect KPMG Channel Islands Limited as Auditors to the Company.
7. TO authorise the Directors to determine the Auditors' remuneration.
8. TO authorise and agree the remuneration of the Directors.
The definitions contained in the Circular shall have the same meanings where used in these Resolutions.
Registered Office By Order of the Board:
HSBC Management (Guernsey) Limited (Secretary)
Arnold House
St Julian's Avenue
St. Peter Port
Guernsey GY1 3NF
Date: 11 May 2011
Notes:
9. A Form of Proxy is enclosed. Holders of US$ Equity Shares, ZDP Shares and 2015 ZDP Shares are each entitled to attend and vote at the AGM convened by this Notice and are entitled to appoint one or more proxies to attend, speak and vote in their place. A proxy need not be a member of the Company. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person.
10. To be effective, the instrument appointing a proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of such power of attorney) must be deposited at the office of the Company's Registrar shown on the Form of Proxy not less than 48 hours before the time specified for the holding of the AGM or any adjournment thereof or any meeting for taking a poll or such later time as the Board may allow.
11. If within 30 minutes from the time appointment for the AGM a quorum of Shareholders is not present the meeting shall stand adjourned to 1230 hours (London time) on 14 June 2011. At such adjourned meeting the Shareholders present in person or by proxy shall constitute a quorum.
12. To have the right to attend and vote at the AGM, a person must have his/her name entered on the register of members by no later than 6 p.m. on the date two days before the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the AGM.
13. To be passed, the ordinary resolutions require the approval of more than 50 per cent. of the Shareholders present and voting (in person, by duly authorised representative or by proxy) at the AGM. To be passed, the special resolutions each require the approval of at least 75 per cent. of Shareholders present and voting (in person, by duly authorised representative or by proxy) at the AGM.
14. To allow effective constitution of the AGM, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
Enquiries:
BSAM +1 212 648 1150
Greg Getschow / Troy Duncan
This information is provided by RNS
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