Result of AGM

RNS Number : 1720G

J.P. Morgan Private Equity Ltd

02 May 2014

 

J.P. Morgan Private Equity Limited 

PO Box 60, Carinthia House, 9-12 The Grange, St Peter Port, Guernsey GY1 4BF

www.jpelonline.com

JPEL ANNOUNCES RESULTS OF AGM

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GUERNSEY, 2 MAY 2014

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 1 May 2014, all resolutions put to shareholders were duly passed. In addition, the resolution proposed at a separate class meeting of the US$ Equity Shareholders (the "US$ Equity Class Meeting") was duly passed.  

In particular, JPEL's Board of Directors (the "Board") is pleased to announce that a special resolution was passed at the AGM to adopt new Articles of Incorporation to provide US$ Equity Shareholders with the option to convert to a Realisation Share Class

·    It is expected that the Realisation Share Class will provide a future additional liquidity option for US$ Equity Shareholders.

·    Holders of shares of the Realisation Share Class will be entitled to their proportional cash proceeds from JPEL's investment portfolio attributable to the Realisation Share Class.

·    Realisation Shares will be issued only after the 2015 ZDP Shares have been repaid their final capital entitlement (31 October 2015).

Eligible US$ Equity Shareholders will be entitled, but not obliged, to elect to convert all or part of their holdings of US$ Equity Shares into Realisation Shares.  

The Board continues to focus on the optimisation of the Company's capital structure.  The Board believes that the combination of all resolutions passed at the AGM and the US$ Equity Class Meeting will 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 4 April 2014.

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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 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.

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

4.       To adopt new Articles of Incorporation to provide US$ Equity Shareholders with the option to convert to a Realisation Share Class.

Ordinary Resolutions

5.       To approve and adopt the Annual Report and Financial Statements of the Company for the year ended 30 June 2013.

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

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

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

The following resolution was proposed separately at the US$ Equity Class Meeting.

Special Resolution

1.        To adopt new Articles of Incorporation to provide US$ Equity Shareholders with the option to convert to a Realisation Share Class.

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

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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]

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About J.P. Morgan Private Equity Limited

J.P. Morgan Private Equity Limited ("JPEL" or the "Company") is a Guernsey registered and incorporated, London Stock Exchange-listed, closed-ended investment company (LSE: JPEL, JPZZ, JPSZ).   The Company's capital structure consists of three classes of shares: US$ Equity Shares and two classes of Zero Dividend Preference Shares due 2015 and 2017, respectively.  

 

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