Shareholder Meeting Circular

RNS Number : 3088B

JPEL Private Equity Limited

15 June 2016

 

JPEL Private Equity Limited                                                

Carinthia House

9-12 The Grange              

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

JPEL PUBLISHES SHAREHOLDER MEETING CIRCULAR

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GUERNSEY, 15 JUNE 2016

JPEL Private Equity Limited ("JPEL" or the "Company") has today published a circular to Shareholders.

The circular contains a notice of an extraordinary general meeting (the "General Meeting") and a separate class meeting for holders of US$ Equity Shares ("Separate Class Meeting") to be held at Carinthia House, 9-12 The Grange, St. Peter Port, Guernsey GY1 4BF at 2.00 p.m. (London time) and 2.30 p.m. (London time), respectively, on 5 July 2016.

The General Meeting and Separate Class Meeting allow Shareholders to consider an orderly realisation of the Company's portfolio following repayment of the 2017 Zero Dividend Preference Shares by amending the Company's investment policy.

The business at the General Meeting and at the Separate Class Meeting will be to approve the proposed new investment policy of the Company set forth in Section B of Part 3 of the Circular dated 15 June 2016. The resolutions, if passed, will result in the change to the Company's investment policy coming into effect following the repayment of the 2017 Final Capital Entitlement to the holders of 2017 ZDP Shares in accordance with the Articles.

SUMMARY OF RESOLUTIONS TO BE PROPOSED

The following summarises all of the resolutions the Company is seeking approval for at the General Meeting and the Separate Class Meeting.  The ordinary resolution will be proposed to all Shareholders as a whole.  The special resolution will be proposed to holders of US$ Equity Shares only.

Ordinary Resolution

1.    That the new investment policy of the Company set forth in Section B of Part 3 of the Company's circular to Shareholders dated 15 June 2016, a copy of which is initialed for the purpose of identification and produced to the General Meeting, be and is hereby approved and the new investment policy be adopted in place of the Company's existing investment policy such new investment policy to come into effect immediately following the repayment of the 2017 Final Capital Entitlement to the holders of 2017 ZDP Shares in accordance with the Articles.

The following summarises the special resolution (the "Class Meeting Resolution") which the Company is seeking to approve at the Separate Class Meeting.

Special Resolution

1.    That the new investment policy of the Company set forth in Section B of Part 3 of the Company's circular to Shareholders dated 15 June 2016, a copy of which is initialed for the purpose of identification and produced to the Separate Class Meeting, be and is hereby approved and the new investment policy be adopted in place of the Company's existing investment policy such new investment policy to come into effect immediately following the repayment of the 2017 Final Capital Entitlement to the holders of 2017 ZDP Shares in accordance with the Articles.

PROPOSED NEW INVESTMENT POLICY OF THE COMPANY

Below is the Company's proposed new investment policy as set forth in Section B of Part 3 of the Company's circular to Shareholders dated 15 June 2016.

Investment policy

Realisation of the Company's Portfolio

Following the repayment to the holders of 2017 ZDP Shares their 2017 Final Capital Entitlement in October 2017, the Manager will effect an orderly realisation of the investments and other assets comprised in the Company Portfolio and will seek to realise such investments and assets in order to maximize returns to US$ Equity Shareholders. This will include the Manager exploring the private equity secondary market for the Company's legacy fund interests within three years from June 2016 as well as holding the direct investment portfolio until maturity, if the Manager believes that market pricing would be more favourable than realising such investments before their maturity. Commencing from June 2016, the Company will not make any new investments save for follow-on investments associated with investments in existence as of June 2016 to meet capital calls with respect to its undrawn commitments to underlying investments or to preserve or protect the value of its existing investments as of June 2016.

Risk Diversification

The Manager will actively monitor the Company Portfolio and attempt to mitigate risk primarily through diversification. Not more than 20 per cent. of the Company's Net Asset Value, at the time of investment, will be invested in any single investment. For the avoidance of doubt, if the Company acquires a portfolio of companies in a single transaction, this limitation shall be applied individually to each of the underlying companies purchased and not to the portfolio as a whole.

Leverage

The Company has the ability to borrow up to 30 per cent. of its Adjusted Total of Capital and Reserves subject to and in accordance with the limitations and conditions in its Articles. As part of its leverage policy, the Company may borrow for short-term or temporary purposes as is necessary for settlement of transactions, to facilitate the operation of the over-commitment policy or to meet ongoing expenses. The Directors and the Manager will not incur any short-term borrowings to facilitate any tender or redemption of Shares unless such borrowings have a repayment period of 180 days or less. The Company is indirectly exposed to borrowings to the extent that subsidiaries and underlying funds in its portfolio are themselves leveraged.

Further details on each of the resolutions are set out in the Company's circular. 

Copies of this document are available for inspection at the offices of Akin Gump LLP, Ten Bishops Square, London E1 6FG and at the registered office of the Company (which is also the place of the General Meeting and the Separate Class Meeting) during normal business hours of any Business Day (Saturdays and public holidays excepted) until the conclusion of the General Meeting.

A copy of the circular has 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 is available on JPEL's website (through the "Investor Information" 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:

Fortress Investment Group

1345 Avenue of the Americas

New York, NY 10105

USA

Copies of the circular and proxy form will be mailed to shareholders.

Terms used in this document which have not been defined have the meaning given to them in the circular.

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 Limited LLC

[e-mail]

Rosemary DeRise

[phone]

[e-mail]

Samantha Ladd Sughrue

[phone] 

[e-mail]

 

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