NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA OR TO US PERSONS
18 February 2009
J.P. Morgan Private Equity Limited
Shareholder Update
The Board of Directors (the 'Board') of J.P.Morgan Private Equity Limited (the 'Company') notes that market conditions remain very challenging and that the Company's share price and, generally, the listed private equity and hedge fund sectors continue to trade at significant discounts even where NAV performance remains strong.
The Board has actively considered measures to address the discount to the Company's net asset value and has implemented, where appropriate, share buy-backs and tender offers. The Board has requested the Company's manager and professional advisers to explore other options, which may include a restructuring, capital reorganisation and/or expansion of the Company's activities through the creation of related investment vehicles.
In the event that a proposal is finalised, the Company will make a further announcement and seek shareholder approval, as may be required.
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 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 securities issued by the Company have not been and will not be registered under the United States Securities Act 1933, as amended, and may not be offered or sold or otherwise transferred within the Unites States or to, or for the account or benefit of US Persons (as defined in Regulations of the Securities Act of 1933 as amended) except in accordance with an exemption from, or a transaction not subject to, the united states securities act of 1933, as amended, and under the circumstances which will not require the company to register under the United States Investment Act of 1940, as amended.
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT INTO CERTAIN JURISDICTIONS OTHER THAN THE UK MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS IN SUCH JURISDICTIONS INTO WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. NO ACTION HAS BEEN TAKEN BY THE COMPANY THAT WOULD PERMIT THE 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 SECURITIES LAWS OR REGULATION OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT INCLUDES FORWARD-LOOKING STATEMENTS THAT ARE PREDICTIONS OF OR INDICATE FUTURE EVENTS AND FUTURE TRENDS. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT ARE IN MANY CASES BEYOND THE COMPANY'S CONTROL. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, ANY MEASURE WHICH THE COMPANY MAY ADOPT, THE EFFECTIVENESS OF SUCH MEASURE, THE COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, MARKET AND ECONOMIC CONDITIONS AND THE DEVELOPMENT OF THE INDUSTRY IN WHICH IT OPERATES MAY DIFFER MATERIALLY FROM THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. THE CAUTIONARY STATEMENTS SET FORTH ABOVE SHOULD BE CONSIDERED IN CONNECTION WITH ANY SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT THE COMPANY, OR PERSONS ACTING ON ITS BEHALF, MAY ISSUE. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS ANNOUNCEMENT AND ARE NOT INTENDED TO GIVE ANY ASSURANCES AS TO FUTURE RESULTS. SAVE AS REQUIRED BY LAW OR REGULATION, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS, AND WILL NOT PUBLICLY RELEASE ANY REVISIONS IT MAY MAKE TO THESE FORWARD-LOOKING STATEMENTS THAT MAY RESULT FROM EVENTS OR CIRCUMSTANCES ARISING AFTER THE DATE OF THIS ANNOUNCEMENT.
This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia or Japan. No public offering of securities will be made in the United States, Canada, Australia, or Japan.