Results of Open Offer

RNS Number : 8151V

J.P. Morgan Private Equity Ltd

16 July 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS IN SUCH JURISDICTION

16 July 2009

J.P.Morgan Private Equity Limited

St Martins House, Le Bordage, St. Peter Port, Guernsey GY1 1BP

Announcement of the results of the Open Offer

Further to the approvals granted by shareholders as described below, J.P.Morgan Private Equity Limited (the 'Company) announces that it has received applications for 36,926,479 new US$ Equity Shares pursuant to the Open Offer made to shareholders at an issue price of US$ 1.00 per share.  The applications represent the acceptance of all pre-emptive demand from existing investors totalling US$36.9 million in gross proceeds to the Company.  The Company's investment manager is pleased to announce these results and believes that the Company is currently on pace to meet its aggregate fund raise target as previously announced and will continue to offer shares to new investors under the authority granted by the extraordinary and separate general meetings of Shareholders and US$ Equity Shareholders of the Company, respectively.  

Application has been made to list the new US$ Equity Shares on the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange with dealings expected to commence at 8 a.m. on 21 July 2009.

Immediately following the issue, the Company's issued share capital will consist of 311,186,199 shares of no par value (excluding treasury shares) each classified as US$ equity shares, 63,367,316 shares of no par value (excluding treasury shares) each classified as zero dividend preference shares and 16,088,214 shares of no par value (excluding treasury shares) each classified as 2015 zero dividend preference shares.

Results of the SGM and EGM

The Company announces that at the separate general meeting of US$ Equity Shareholders of the Company ('SGM') held on 16 July 2009, both of the following special resolutions put to US$ Equity Shareholders were duly passed (defined terms shall have the meaning assigned to them in the circular issued by the Company dated 18 June 2009):

1.             To, inter alia, sanction and consent to the Open Offer of Open Offer Shares, the issue of Open Offer 
                Shares at a discount to the prevailing Net Asset Value per US$ Equity Share pursuant to the Open 
                Offer and the amendment to the Articles of Incorporation to permit the issue and/or sale of remaining 
                Open Offer Shares at a discount to the prevailing Net Asset Value per US$ Equity Share at the time 
                of offer.

2.             To, inter alia, sanction and consent to the Bonus Issue of Warrants and the issue of US$ Equity Shares 
                at a discount to the prevailing Net Asset Value per US$ Equity Share pursuant to the Subscription 
                Rights attaching to the Warrants.

The Company further announces that at the extraordinary general meeting of the Company ('EGM') held on 16 July 2009, the following special resolution and ordinary resolution put to Shareholders were both passed:

1.             To approve the amendment to the Articles of Incorporation to, inter alia, permit the issue and/or sale of 
                remaining Open Offer Shares at a discount to the prevailing Net Asset Value per US$ Equity Share at 
                the time of offer.

2.             To renew the Directors' authority to issue Shares for a period of 5 years.

Copies of the revised Articles of Incorporation and the resolutions passed at the SGM and the EGM have been submitted to the UK Listing Authority and are available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

16 July 2009

DISCLAIMER

This announcement does not constitute or form part of an offer to sell, purchase, exchange or subscribe for any securities or solicitation of such an offer to or from any person including any US person (as defined in Regulation S under the Securities Act, 'US person') or in the United States of America or any other jurisdiction. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the 'Investment Company Act'). The securities referred to in this announcement have not been and will not be registered under the United States Securities Act 1933, as amended (the 'Securities Act'), and may not be offered or sold or otherwise transferred within the United States or to, or for the account or benefit of US Persons absent registration under the Securities Act or an exemption therefrom, and under the circumstances which will not require the Company to register under the Investment Company Act.

This communication is directed only at (i) persons outside the United Kingdom, or (ii) persons having professional experience in matters relating to investments who fall within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with such persons and persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.

The release, publication or distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons to whom this announcement is made available should therefore inform themselves about and observe any such restrictions. No action has been taken by the Company that would permit the offer or sale of any securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Any failure to comply with any such restrictions may constitute a violation of the laws of such jurisdictions.

All statements other than statements of historical fact in this announcement are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that in many cases are beyond the Company's control because they relate to events and depend on circumstances that may or may not occur in the future. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements are not guarantees of future performance and the Company's actual results, financial condition, prospects and the development of the markets in which it invests may differ materially from those expressed or implied by the forward-looking statements in this announcement. Forward-looking statements speak only as of their date. The Company does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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