Shareholder Update

RNS Number : 6459Q

J.P. Morgan Private Equity Ltd

16 April 2009

J.P. Morgan Private Equity Limited

St Martin's House, Le Bordage, St Peter Port, Guernsey, GY1 4AU

www.jpelonline.com, www.jpelonline.co.uk

Regulatory News Service

London Stock Exchange

London

EC2N 1HP

15 April 2009

Board of Directors of J.P. Morgan Private Equity Limited announces proposals for a bonus issue of warrants.

Shareholder Update

As described in J.P. Morgan Private Equity Limited's (the 'Company') RNS announcement dated 18 February 2009 (the 'February Announcement'), the Board of Directors (the 'Board') has actively considered measures to address the discount to the Company's net asset value. The Board notes that global 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 relative to broader markets.

To further address the continued discount, and to strengthen the balance sheet of the Company, the Board is announcing that the Company will not be making a tender offer for its Shares for the half year ended 30 June 2009. Given the continued uncertainty of the global economic environment, the Board believes that the retention of cash will better benefit all shareholders as the Company continues to provide capital for its existing portfolio. The Board believes that its highest obligation during such economic turmoil is always to keep the Company healthy and strong for the future with maximum flexibility to protect the Company and its shareholders as a whole in a more highly stressed environment while building and investing in the private equity sector. The Company hopes to return to its usual tender offer facility as soon as feasible after the economic environment has stabilized.

In lieu of offering shareholders the opportunity to tender their Shares, the Company intends to put forward proposals involving the issue of Warrants which will be subject to shareholder approval. Warrants are expected to be issued to qualifying shareholders on the basis of one free Warrant for every six existing Equity Shares held - benefiting qualifying shareholders at no cost. Shareholders will qualify for Warrants if they are holders of record of Equity Shares as at 20 June 2009. Subject to shareholder and applicable regulatory approvals, the Warrants will be listed for trading on the London Stock Exchange. The Warrants are expected to provide shareholders with the following benefits:

They are investment instruments with potential financial value that may be converted into equity shares or, as they are expected to be listed, they may be sold in the market for cash
They provide option exposure to the Company's future growth potential
They are flexible and may be exercised at any time within five years at premiums ranging from 1% to 10% to the Company's published NAV as at 30 June 2009

The Board believes that the issuance of Warrants should reward shareholders by allowing them to participate in future upside while capitalizing on current depressed asset values and simultaneously supporting the Company's current capital base as necessary.

In addition, as announced in the February Announcement, the Company's manager and professional advisors continue to explore other options, which may include a restructuring, capital reorganization, and/or expansion of the Company's activities through the creation of related investment vehicles.

The Company will continue to take the necessary steps to put into effect the above proposals. The Company will publish a Circular to shareholders in due course detailing the proposals and will make additional announcements and seek shareholder approval, as may be required.

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About J.P. Morgan Private Equity Limited

J.P. Morgan 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.

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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.