Jpel Priv Eqty Regulatory News (JPEL)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

J.P. MORGAN PRIVATE EQUITY LIMITED ANNOUNCESTHE ACQUISITION OF A PORTFOLIOOF PRIVATE EQUITY CO-INVESTMENTS

ALL SHARE TRANSACTION VALUED AT APPROXIMATELY US$91.9 MIllION

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·; All-stock acquisition of portfolio of 38 mid-market buyout co-investments

·; £56.5 million purchase price using £36.7 million of US$ Equity Shares and £19.8 million of a new class of ZDP Shares due 2017

·; Purchase price represents a discount to 30 June 2011 Co-Investment Portfolio NAV

·; Acquisition is expected to be accretive to JPEL NAV and enhance 2013 and 2015 ZDP Share cover

·; Expected to generate positive growth and distributions from near-term exits

o Repositions JPEL's portfolio: adds mid-market buyout assets, primarily in the UK, Germany and France

o Enhances JPEL's balance sheet: adds mature assets with meaningful liquidity in 1-2 years

o Differentiates JPEL amongst secondary players and listed private equity peers

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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY J.P. MORGANPRIVATE EQUITY LIMITED IN CONNECTION WITH THE ADMISSION OF THE US$EQUITY SHARES AND 2017 ZDP SHARES IN THE CAPITAL OF THE COMPANY TO THE OFFICIAL LIST OF THE FINANCIAL SERVICES AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED SECURITIES (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE

GUERNSEY, 16 AUGUST 2011

J.P. Morgan Private Equity Limited ("JPEL" or the "Company") is pleased to announce that it has entered into a conditional agreement with Private Equity (PE1) IC Ltd, SPL Private Equity (PE2) IC Ltd, and SPL Integrated Finance (PE3 IC Ltd) (together, the "SPL Funds") to acquire a portfolio of middle-market co-investments ("Co-Investment Portfolio") in an all-stock acquisition (the "Acquisition") valued at £56.5 million or approximately US$91.9 million

The Co-Investment Portfolio consists of a pool of 38 investments with leading fund managers primarily invested in the UK, Germany and France.

"This Acquisition is part of JPEL's strategy of continually repositioning its private equity portfolio. Currently, JPEL's existing portfolio is weighted towards lower-middle market companies and the addition of the Co-Investment Portfolio enables JPEL to gain access to middle market companies managed by leading private equity sponsors," commented Trevor Ash, JPEL's Chairman. "JPEL anticipates that the Co-Investment Portfolio will provide JPEL with positive growth and distributions from near term exits as well as from potential asset sales. It is likely that any distributions would be reinvested by JPEL in opportunistic secondary investments or distributed to shareholders through JPEL's tender facility" he added.

Under the terms of the Acquisition, which has been approved by the Board of Directors of both JPEL and the SPL Funds, the Purchase Price of £56.5 million will be adjusted for any capital calls or distributions made by the Co-Investment Portfolio between the day on which the Acquisition Agreement was signed and the Closing Date.

The SPL Funds will receive approximately 65% of the Purchase Price, or £36.7 million, through the issue of 44,727,053 new US$ Equity Shares issued at JPEL's unaudited US$ Equity NAV per share at 30 June 2011 and 35% of the purchase price or £19.8 million through the issue of a new class of 2017 Zero Dividend Preference Shares ("New 2017 ZDP Shares"). The 30,410,753 New 2017 ZDP Shares issued as a part of the transaction will have a gross redemption yield of 8.25% and will mature on 31 December 2017.

"I believe that this transaction further illustrates JPEL's unique approach to private equity secondary investing" added Trevor Ash.

In connection with the Acquisition, JPEL expects to publish a Prospectus later today in respect of the US$ Equity Shares and New 2017 ZDP Shares to listing on the Official List (premium segment and standard segment, as appropriate) and to trading on the Main Market for listed securities of the London Stock Exchange.

To ensure that all Listing Requirements are fulfilled in relation to the New 2017 ZDP Shares, the SPL Funds are planning to undertake a secondary placing of their New 2017 ZDP Shares (the "Placing"), with all transfers to placees to take place immediately on Admission. In this regard, the SPL Funds have instructed Liberum Capital Limited to use its reasonable endeavours to procure placees for the New 2017 ZDP Shares prior to Admission.

Completion of the Acquisition is subject to a number of conditions including, inter alia, approval of the Acquisition by the shareholders of the SPL Funds. JPEL understands that each of the SPL Funds' have today sent circulars relating to the Acquisition to shareholders, with the relevant EGMs and shareholder votes expected to be held on 9 September 2011. As a result completion of the Acquisition and Admission are expected to take place simultaneously on or around 12 September 2011.

Conditional on the completion of the Acquisition, The Company and the SPL Funds have also entered into an Economic Transfer Agreement relating to two ownership interests comprised in the Transfer Portfolio. Pursuant to the Economic Transfer Agreement, the Company will retain record and legal ownership of the relevant ownership interests in accordance with the terms of the Acquisition Agreement but will transfer to the SPL Funds all economic rights, benefits and obligations in and to those ownership interests.

JPEL's Board has further noted that subsequent to the Acquisition, the Company is considering a proposal to offer holders of 2013 ZDP Shares the opportunity in the future to exchange a certain percentage of their shares for 2017 ZDP Shares and will make a further announcement when additional information is available as to whether an exchange offer will in fact be made. The proposed exchange offer would be limited to an amount equal to 40 per cent of the total outstanding 2013 ZDP Shares, notwithstanding a formal rollover or elimination of the entire class as be determined by vote of the Company's shareholders on or before that date.

Liberum Capital Limited is acting as Sponsor to JPEL and Broker to the Placing and Herbert Smith LLP is acting as JPEL's legal adviser.

Unless otherwise defined in this announcement, defined terms contained herein shall have the meaning given to them in the Prospectus published by the Company.

The Company intends to make a web-based investor conference call and presentation available via www.jpelonline.com at 4:30PM GMT on 16 August 2011. Details relating to the conference call will be posted on JPEL's website under the "Investor Information" and "Shareholder Documents" tabs. The conference call will be available for replay until closing.

ENQUIRIES

J.P. Morgan Private Equity Limited 

Troy Duncan: Tel (Direct): +44 207 742 3032 (troy.duncan@jpmorgan.com)

Gregory Getschow: Tel (Direct): +1 212 648 1151 (gregrory.getschow@jpmorgan.com)

Rosemary DeRise: Tel (Direct): +1 212 648 2980 (rosemary.derise@jpmorgan.com)

Samantha Ladd: Tel (Direct): +1 212 648 2982 (samantha.ladd@jpmorgan.com)

Peregrine Communications

Anthony Payne: Tel (Direct): +44 203 178 6869 (anthony.payne@peregrinecommunications.com)

Liberum Capital Limited (Sponsor to the Company and Broker to the Placing)

Steve Pearce / Tom Fyson / Christopher Britton: Tel (Direct): +44 (0)20 3100 2000

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About J.P. Morgan Private Equity Limited

J.P. Morgan Private Equity Limited is a Guernsey registered and incorporated closed-ended investment company and is designed primarily to invest in the global private equity market. The Company's issued share capital has been admitted to listing on the premium segment and the standard segment (as appropriate) of the Official List and admitted to trading on the main market of the London Stock Exchange (LSE:JPEL, JPEZ, JPZZ, JPWW). In summary, 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.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

FURTHER INFORMATION

Unless otherwise defined in this announcement, defined terms contained herein shall have the meaning given to them in the Prospectus published by the Company.

Expected Timetable

General Notes:

(a) The actions specified in the expected timetable of principal events above are subject to conditions relating to the Acquisition of the Transfer Portfolio which are set out in Part I of the Prospectus.

(b) The times and dates set out in the expected timetable of events above and mentioned throughout the Prospectus may be adjusted by the Company, in which event the Company will notify investors of changes to the timetable by publication of a notice through a RIS provider.

(c) All references in the Prospectus to time are to London time.

Indicative Statistics

Placing Shares

US$ Equity Share

2017 ZDP Share

Background to and reasons for the Acquisition

On 15 August 2011, the Company entered into a purchase and sale agreement with the SPL Funds to acquire their outstanding limited partnership interests comprising the Parallel Private Equity Limited Partnership (the "Transfer Portfolio") valued at £56.5 million (the "Acquisition") (approximately US$91.9 million based on exchange rates as at 12 August 2011).

The Transfer Porfolio consists of 38 underlying direct co-investments with leading fund managers including Duke Street, Barclays Private Equity, 3i and Milestone. As many of the investment vehicles comprising the Transfer Portfolio are currently in their investment periods, the underlying investors are still subject to capital calls to meet future funding needs. Assuming completion of the Acquisition, it is estimated that the Company will be responsible for approximately £6.9 million in such unfunded commitments, in aggregate.

The manager of the Transfer Portfolio is Parallel Private Equity LLP, a London-based private equity firm that co-invests alongside select private equity managers in the UK and European mid-market. The firm was founded in 1997 and has invested in over 340 deals to date, in excess of £1.4 billion. Parallel Private Equity Limited Partnership raises capital each year from its own limited partners and creates a tailored portfolio of co-investments with the underlying managers.

The Managers believe that the Acquisition is complementary to the existing Private Equity Portfolio as the Transfer Portfolio will enhance the Company's existing exposure to the European mid-market, an area in which the Managers believe is an attractive segment in which to invest over the next several years and in which the Managers would like to supplement the Company's existing allocations. Moreover, the Managers anticipate that the distribution activity over the next several years from the Transfer Portfolio may allow the Company to reinvest or distribute additional proceeds to Shareholders as deemed suitable by the Directors. Distributions may be derived both from near-term exits as well as from potential asset sales if deemed suitable based on prevailing market prices. The Managers believe that the assets comprising the Private Equity Portfolio and the Transfer Portfolio are rarely exchanged on the private equity secondary market and, therefore, it is unlikely that investors will be unable to construct a comparable aggregate private equity portfolio. Moreover, the Company believes that the relative high quality of the assets comprising the Private Equity Portfolio and Transfer Portfolio is in part the reason for their scarcity.

Under the terms of the Acquisition, the purchase price of £56.5 million will be adjusted for capital calls and distributions made by the Parallel Private Equity Limited Partnership between the date on which the Acquisition Agreement was signed and the Closing Date (as further described below) (the "Purchase Price"). The Purchase Price will be payable in the form of: (i) US$ Equity Shares with an aggregate value of £36.7 million (based on prevailing exchange rates) issued at their aggregate prevailing unaudited Net Asset Value per US$ Equity Share of US$1.34 as at 30 June 2011 which will represent 65 per cent. of the Purchase Price, and (ii) 2017 ZDP Shares with a Redemption Yield of 8.25 per cent. per annum with an aggregate value of £19.8 million representing 35 per cent. of the Purchase Price. The Purchase Price will be payable to the respective owners of the SPL Funds in proportion to their relative interests in the Transfer Portfolio.

As at 30 June 2011, the value of the Transfer Portfolio was £59.2 million based on recent valuations made by the general partners of the underlying investment vehicles with further adjustments as set out below. Based on this valuation and the value of the Private Equity Portfolio as at 30 June 2011, the Transfer Portfolio is being acquired at a 4.7 per cent. discount to the prevailing net asset value. The Acquisition is expected to increase the value of the Private Equity Portfolio to approximately US$ 743.9 million.

Conditional on the completion of the Acquisition, the Company and the SPL Funds have also entered into an Economic Transfer Agreement relating to two ownership interests comprised in the Transfer Portfolio. Pursuant to the Economic Transfer Agreement, the Company will retain record and legal ownership of the relevant interests in accordance with the terms of the Acquisition Agreement but will transfer to the SPL Funds all economic rights, benefits and obligations in and to those ownership stakes. Accordingly, the Company will not be required to fund any future capital calls made by the private equity sponsors of those ownership interests and will transfer to the SPL Funds any distributions, subject to certain adjustments, received in respect of those ownership interests. Accordingly, references in the Prospectus to the "Transfer Portfolio", aside from the number of co-investments, shall exclude the ownership interests that are the subject of the Economic Transfer Agreement.

The Acquisition is conditional upon, amongst others, the approval of the shareholders of the SPL Funds which will be sought at the relevant general meetings of the shareholders of the SPL Funds to be held on or about 9 September 2011, and Admission occurring at 8.00 a.m. on the Closing Date. In the event that any of these conditions are not satisfied or (to the extent it is permissible to do so) waived, Admission will not occur and the Placing Shares will not be allotted.

Assuming the completion of the Acquisition, the assets in the Transfer Portfolio, as a percentage of the Transfer Portfolio as at 30 June 2011, are segregated by fund manager below:

1 Asset values as at 30 June 2011 and excludes the ownership interests that are the subject of the Economic Transfer Agreement

A detailed description of the consideration of the Acquisition and valuation process is set out under the heading "Principle Terms and Conditions of the Acquisition" below.

Principal Terms and Conditions of the Acquisition

Under the terms of the Acquisition Agreement, the SPL Funds propose to sell the Transfer Portfolio to JPEL Holdings Limited, a subsidiary of the Company in consideration for the Placing Shares as described above. If the conditions contained in the Acquisition Agreement are met (as further detailed below), the completion date of the Acquisition is expected to take place on or about 12 September 2011.

Adjustment to the Purchase Price upon transfer for any capital calls and distributions with respect to the private equity interests in the Transfer Portfolio between the date on which the Acquisition Agreement was executed and Closing Date will be made and paid in cash. Any capital calls paid by the SPL Funds with respect to the private equity interests after date on which the Acquisition Agreement was executed but prior to the Closing Date will be assumed by the Company or its subsidiary at the Closing Date. Accordingly, the aggregate Acquisition Price will be increased by 100 per cent. of the amount of any such capital calls(s). Any distributions which are subject to future capital calls, with respect to the private equity interests in the Transfer Portfolio after the date on which the Acquisition Agreement was executed but prior to the Closing Date will be paid 100 per cent. to the account of the Company or its subsidiary following the Closing Date as a reduction of the Purchase Price. Cash distributions will be valued at the actual cash amount distributed in respect of the interests.

The Acquisition is conditional on, inter alia, the passing of certain shareholder resolutions of each SPL Fund, Admission occurring at 8.00 a.m. on 12 September 2011 (or such later time as the SPL Funds and the Company may agree), and the execution of the Economic Transfer Agreement.

Adjusted Company Portfolio (Unaudited Analysis) immediately following the Acquisition and Admission

The Acquisition is subject to a number of conditions as further detailed below. In the event that any of these conditions are not satisfied or (to the extent it is permissible to do so) waived, Admission will not occur and the Placing Shares will not be allotted.

The Transfer Portfolio consists of 38 underlying direct co-investments with exposure to the UK (55.2 per cent.), France (19.7 per cent.), Germany (16.8 per cent.), Italy (4.0 per cent.) and Switzerland (4.3 per cent.). Assuming the completion of Acquisition, the Company's adjusted allocation by geography at 30 June 2011 will be North America at 29.7 per cent., Europe at 48.6 per cent., Asia at 18.6 per cent. and Other regions at 3.1 per cent. Assuming the completion of Acquisition, the Company's adjusted allocation by investment strategy at 30 June 2011 will be Small Buyout at 38.3 per cent., Medium Buyout at 16.4 per cent, Large Buyout at 3.1 per cent., Mega Buyout at 2.7 per cent., Special Situations at 19.9 per cent., Venture Capital at 8.8 per cent., Real Estate at 8.0 per cent. and Infrastructure at 2.8 per cent.

By way of illustration the Company Portfolio will be represented immediately following Admission approximately as to 97.4 per cent. by private equity investments. The remainder of the Company Portfolio will be represented by a wide variety of investment types and vehicles selected at the Managers' discretion.

Placing Arrangements

The Placing Shares are only suitable for existing and potential investors who understand the potential risk of capital loss associated with an investment in the Company and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the Placing Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme.

Placing Shares

The SPL Funds intend to sell some or all of the 2017 ZDP Shares in the Company to be received by them in connection with the Acquisition. To this end, the SPL Funds will, prior to Admission, seek irrevocable letters of commitment from placees confirming that they will purchase the 2017 ZDP Shares issued to the SPL Funds pursuant to the terms of the Acquisition Agreement, with the transfer of such 2017 ZDP Shares to happen immediately following Admission. Liberum Capital Limited is acting as sole broker for the SPL Funds with respect to the sale of the 2017 ZDP Shares.

Liberum Capital Limited intends to market the 2017 ZDP Shares subsequent to the approval of the Prospectus in order to procure subscribers for the 2017 ZDP Shares to be sold by the SPL Funds immediately following Admission to ensure compliance with Listing Rule 14.2.2. The Acquisition is conditional on Admission, which may not occur if the SPL Funds and/or Liberum Capital Limited are unable procure sufficient number of subscribers for the 2017 ZDP Shares such as to ensure that at least 25 per cent. of the total number of 2017 ZDP Shares (in respect of which application has been made for Standard Listing) issued have been distributed to the public.

CREST

Placing Shares will be issued in registered form.

Placing Shares will be eligible for settlement through CREST with effect from Admission. Placing Shares allocated will be transferred to placees through the CREST system unless otherwise stated. Member firms will be requested to give their CREST settlement details to Liberum Capital Limited on the relevant placing letter.

The Company will arrange for Euroclear to be instructed to credit the appropriate CREST accounts of the subscribers concerned or their nominees with their respective entitlements to Placing Shares. The names of subscribers or their nominees that invest through their CREST accounts will be entered directly on to the share register of the Company.

Dealings

The Company has applied for Admission of the Placing Shares to the premium segment and the standard segment (as appropriate) of the Official List and for trading of the Placing Shares on the London Stock Exchange's main market for listed securities. The Company has applied for the 2017 ZDP Shares to trade under the symbol JPSZ.

It is expected that allotment of the Placing Shares will take place on 12 September 2011 and that dealings in such Placing Shares will commence at 8.00 a.m. on 12 September 2011. Dealings in Placing Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.

The ISIN number and SEDOL code for the US$ Equity Shares are GB00B07V0H27 and B07V0H2 respectively.

Exchange

The Company is currently considering a proposal to offer holders of 2013 ZDP Shares the opportunity, in the future, to exchange a certain percentage of the 2013 ZDP Shares held by them for 2017 ZDP Shares and will make a further announcement when additional information is available as to whether an exchange offer will in fact be made. The proposed exchange offer would be limited to an amount equal to 40 per cent. of the 2013 ZDP Shares then in issue, notwithstanding a formal rollover or redemption of the entire class as must occur prior to the Final Capital Entitlement Date of the 2013 ZDP Share class as determined by vote of the Company's shareholders. The Company is considering with its advisers how such an exchange would be undertaken (including an analysis of the potential structural and taxation issues) and will make a further announcement when additional information is available as to whether an exchange offer will in fact be made. Further information regarding whether or not an exchange offer will be made and, if it will, the terms of the exchange offer, will be released in due course by the Company.

Copies of the following documents are available for inspection at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and at the registered office of the Company during normal business hours of any Business Day until the date of Admission:

·; the Memorandum and Articles of Incorporation of the Company;

·; the audited reports and accounts for the years to 30 June 2008, 30 June 2009 and 30 June 2010;

·; the unaudited interim reports and financial statements for the periods from 30 June 2010 to 30 June 2011; and

·; the Prospectus.

In addition, copies of the Prospectus are available, for inspection only, from the National Storage Mechanism (http://www.hemscott.com/nsm.do).

Further copies of the Prospectus may be obtained, free of charge, from the registered office of the Company and from:

IMPORTANT INFORMATION

Unless otherwise defined in this announcement, defined terms contained herein shall have the meaning given to them in the Prospectus published by the Company.

The distribution of this announcement may in certain jurisdictions be restricted by law. Recipients of this announcement should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for release, distribution or publication, directly or indirectly, to U.S. persons ("U.S. Persons") as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or in or into the United States, Canada, Australia or Japan or in or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. This announcement is not an offer to sell, or a solicitation of an offer to buy, the securities referred to herein to or from U.S. Persons or in, into or from the United States, Australia, Canada or Japan or in, into or from any other jurisdiction where such offer or solicitation would be unlawful. No recipient may release, distribute, publish or otherwise make available this announcement, directly or indirectly, to any other person. Recipients represent that they are able to receive this announcement without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business.

This announcement has been prepared by JPEL and is the sole responsibility of JPEL. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this announcement is accepted and no representation, warranty or undertaking, express or implied, is or will be made by JPEL or Liberum Capital Limited or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements.

This announcement is an advertisement and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of JPEL or other evaluation of any securities of JPEL or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this announcement nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of JPEL or any other entity or any persons holding securities of JPEL and no information set out in this announcement or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the prospectus published by JPEL (the "Prospectus") in connection with the admission of the US$ Equity Shares and 2017 ZDP Shares to trading on the Main Market of the London Stock Exchange plc ("Admission"). Copies of the Prospectus may be obtained, subject to applicable law, at no cost from the registered office of JPEL and is available for viewing at the National Storage Mechanism.

The promotion of JPEL and the distribution of this announcement in the United Kingdom is restricted by law. Accordingly, this communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate to, 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 (as amended), or (iii) high net worth companies, 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 (as amended) provided that in the case of persons falling into categories (ii) or (iii), the communication is only directed at persons who are also "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (each a "Relevant Person"). Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such Relevant Persons. 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. You represent and agree that you are a Relevant Person.

 JPEL has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"), and holders of JPEL's shares will not be entitled to the benefits of the U.S. Investment Company Act. In addition, JPEL's shares have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and are subject to restrictions on offers, sales and transfers contained in such laws. JPEL's shares are being or will be issued and transferred (a) outside the United States only to persons who are not U.S. Persons in reliance upon Regulation S; and (b) in the United States only to "accredited investors" as defined in Rule 501 under the U.S. Securities Act who are also "qualified purchasers" as defined in Section 2(a)(51) of the U.S. Investment Company Act and the related rules and regulations thereunder for purposes of Section 3(c)(7) of the U.S. Investment Company Act. No public offering of JPEL's shares is being made in the United States. JPEL's shares are subject to significant restrictions on transfer and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, to or for the account or benefit of U.S. Persons, or in or into the United States. For a full description of restrictions on offers, sales and transfers of JPEL's shares, please see the Prospectus.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of JPEL. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Recipients of this announcement are recommended to seek their own independent legal, tax, financial and other advice and should rely solely on their own judgment, review and analysis in evaluating JPEL, its business and its affairs. Potential investors and their representatives are invited to ask questions of, and receive answers from JPEL and Bear Stearns Asset Management Inc. (BSAM) and JPMorgan Asset Management (UK) Limited (JPMAM) concerning the contemplatedrea investment to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information herein.

This announcement may contain certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipate", believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will", and "would", or the negative of those terms or other comparable terminology. Any forward-looking statements are based on JPEL's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known or are within JPEL's control. If a change occurs, JPEL's business, financial condition, liquidity, and results of operations may vary materially from those expressed in or implied by any forward-looking statements. Some of the factors that could cause actual results to vary from those expressed in or implied by any forward-looking statements include, but are not limited to: the factors described in this announcement; the rate at which JPEL deploys its capital in investments and achieves expected rates of return; JPEL and BSAM and JPMAM's ability to execute JPEL's investment strategy, including through the identification of a sufficient number of appropriate investments; the continuation of BSAM and JPMAM as investment managers of JPEL's investments, the continued affiliation with J.P. Morgan Asset Management of its key investment professionals; JPEL's financial condition and liquidity; changes in the values of or returns on investments that JPEL makes; changes in financial markets, interest rates or industry, general economic or political conditions; and the general volatility of the capital markets and the market price of JPEL's shares. By their nature, forward-looking statements involve known and unknown 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 forward-looking statements are only made as at the date of this announcement and JPEL neither intends nor assumes any obligation to update any forward-looking statements set forth in this announcement whether as a result of new information, future events, or otherwise, except as required by law or other applicable regulation. In light of these risks, uncertainties, and assumptions, the events expressed in or implied by any such forward-looking statements might not occur. JPEL qualifies any and all of their forward-looking statements by these cautionary factors. Please keep this cautionary note in mind while reading this announcement.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting as sponsor and financial adviser to JPEL and is not advising any other person or treating any other person as its client in connection with the Admission, and will not be responsible to anyone other than JPEL for providing the protections afforded to clients of Liberum Capital Limited or for affording advice in relation to the Admission or any other matter referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Liberum Capital Limited may have under the FSMA or the regulatory regime established thereunder. Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum Capital Limited by the FSMA or the regulatory regime established thereunder, Liberum Capital Limited accepts no responsibility whatsoever for the contents of this announcement nor for any other statement made or purported to be made by it or on its behalf in connection with JPEL, its shares or Admission. Liberum Capital Limited accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement is issued by JPEL. JPEL is managed by Bear Stearns Asset Management Inc. (which is a registered investment adviser pursuant to the Investment Advisors Act of 1940) and JPMorgan Asset Management (UK) Limited (which is authorised and regulated by the Financial Services Authority in the United Kingdom).

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