JPEL Private Equity Limited Results of EGM and Separate Class Meeting (3171D)

TIDMJPEL

RNS Number : 3171D

JPEL Private Equity Limited

05 July 2016

JPEL Private Equity Limited

Carinthia House

9-12 The Grange

St Peter Port

Guernsey GY1 4BF

www.jpelonline.com

JPEL ANNOUNCES RESULTS OF EXTRAORDINARY GENERAL MEETING

AND SEPARATE CLASS MEETING

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GUERNSEY, 5 JULY 2016

JPEL Private Equity Limited ("JPEL" or the "Company") announces that at the Extraordinary General Meeting ("EGM") and the separate class meeting for holders of US$ Equity Shares ("Separate Class Meeting") of the Company held on 5 July 2016, the resolutions put to shareholders to amend the Company's investment policy with effect from the repayment of the 2017 Final Capital Entitlement to the holders of the 2017 ZDP Shares were duly passed.

Below is the Company's amended investment policy as set forth in Section B of Part 3 of the Company's Circular to Shareholders dated 15 June 2016. This investment policy will 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.

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.

PHASE III OF STRATEGIC INITIATIVES

As previously announced in the Company RNS dated 22 April 2016, JPEL has implemented Phase III of the Company's strategic initiative plan. Phase III emphasis is on returning to a distribution policy and the reinstatement of the Company's semi-annual tender facility to allow distributions at prevailing Net Asset Values in accordance with the Company's investment policies, whilst repaying debt and reserving for ZDP repayment.

Pursuant to the plan, JPEL will pursue the following operating guidelines until the new investment policy comes into effect:

   --     The Company will seek to limit its leverage ratio(1) to less than 15% 

-- Based on assumptions for exits, it is the intention of the Company to distribute not less than 50% of realizations from the portfolio to shareholders by the voluntary operation of its tender facility, less any tender costs, in accordance with the Company's Articles of Incorporation ("Articles") and investment policies (subject to the Company having available cash, being solvent and any other legal and regulatory requirements and the Board exercising its discretion to make tender offers)

-- Tenders will be made semi-annually in accordance with the Articles provided that cash available for the tender facility is in excess of US$10 million

-- Tenders will be open for 20 business days (with appropriate tax notifications) to enable US investors to participate

-- Purchases of 15% of US$ Equity Shares may only be made by way of tender offer. If proceeds available for distribution exceed this amount, the Company may make ad hoc purchases of shares in the open market at prevailing market prices (up to a further 14.99%) or pay dividends or capital distributions in accordance with the Articles

-- The realization proceeds not distributed will be used to reduce liabilities and pay costs and expenses, fund portfolio follow-on investments and undrawn capital commitments

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1. Leverage is defined as debt drawn under the Company's credit facility and Zero Dividend Preference Shares.

Terms used in this document which have not been defined have the meaning given to them in the Company's circular dated 15 June 2016.

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]

This information is provided by RNS

The company news service from the London Stock Exchange

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