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17 Nov 2009 17:14
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTOΒ AUSTRALIA,Β CANADA,Β JAPANΒ OR THE UNITED STATES OFΒ AMERICAΒ OR TO US PERSONS
FOR IMMEDIATE RELEASEΒ
J.P. MORGAN PRIVATE EQUITY LIMITEDΒ -Β ISSUE OF SHARESΒ
17 November 2009
This announcement appears as a matter of record only.Β
J.P. Morgan Private Equity Limited ("JPEL"Β or the "Company") is pleased to announce theΒ successfulΒ completion of itsΒ offeringΒ ofΒ 2015Β zero dividend preference sharesΒ (the "2015 ZDP Shares"). As the offering was oversubscribed, the Company has closed on its maximum target of Β£30,000,000.
The CompanyΒ resolvedΒ to issue anΒ aggregateΒ of 53,333,333Β 2015 ZDP Shares at a price of 56.25p per share, representing a 7.46 per cent gross redemption yieldΒ to investors.
The issue represented the maximum number of shares offered under the prospectus published by the Company onΒ 10 November 2009. As such, the Company's board of directors has indicated that JPELΒ does not intendΒ to issue any additional 2015 ZDP Shares in the foreseeable future as a result of the successful placement.
TheΒ issuance of the 2015 ZDP SharesΒ is conditional, inter alia, on admission of theΒ 2015 ZDP SharesΒ to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ("Admission").Β Application has been made forΒ 53,333,333Β 2015 ZDP Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. It is expected that Admission will become effective, settlement will occur and dealings in theΒ 2015 ZDP SharesΒ will commence onΒ 20 November 2009.Β
EXPECTED TIMETABLE
|
2009 (LondonΒ time) |
|
|
Admission to listing of theΒ 2015Β ZDPΒ Shares |
8.00 a.m.Β onΒ 20Β November |
|
Dealings in theΒ 2015Β ZDPΒ Shares to commence on the London Stock Exchange |
8.00 a.m.Β onΒ 20 November |
|
CREST (stock) accounts credited |
20 November |
|
Certificates despatched for theΒ 2015Β ZDPΒ Shares |
week commencingΒ 23 November |
The times and dates set out in the expected timetable of events above and mentioned throughout this document 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.
All references in this document to time are toΒ LondonΒ time.
Defined terms used in this announcement shall have the meaning assigned to them in the prospectusΒ issued by the Company onΒ 10Β NovemberΒ 2009Β unless expressly stated otherwise.
Enquiries:Β
Β
J.P. MorganΒ Asset ManagementΒ
Troy DuncanΒ /Β Greg GetschowΒ
+Β 44 (0) 20 7247 3032 / +1 212Β 648Β 1150
Cenkos Securities plc
Peter HindmarshΒ / Will RogersΒ
+ 44 (0) 7397Β 8900
J.P.Β MorganΒ CazenoveΒ
Angus GordonΒ LennoxΒ / Edward Gibson-Watt
+44 (0) 020 7588 2828Β
Β
Anthony Payne / Max Hilton +44 (0) 20Β 31786869Β
anthony.payne@peregrinecommunications.co.ukΒ
Β
DISCLAIMER
THIS ANNOUNCEMENTΒ HASΒ BEEN ISSUED BY,Β ANDΒ IS THE SOLE RESPONSIBILITY OFΒ J.P.Β MORGANΒ PRIVATE EQUITY LIMITED.Β
This announcement does not constitute orΒ formΒ 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 CompanyΒ hasΒ not beenΒ andΒ will not be registered under the United States Investment Company Act of 1940,Β as amended.Β The securities referred to in this announcement have not beenΒ andΒ will not be registered under the United States Securities Act 1933, as amended,Β andΒ will not be offeredΒ 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 the United States Securities Act of 1933, asΒ amended, or an exemption therefromΒ andΒ 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 OTHERΒ THANΒ THEΒ UKΒ MAYΒ BE RESTRICTED BY LAWΒ ANDΒ THEREFORE PERSONS IN SUCH JURISDICTIONS INTO WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUTΒ ANDΒ OBSERVE ANY SUCH RESTRICTIONS.Β NO ACTIONΒ HASΒ BEEN TAKEN BY THE COMPANY OR JPMC THAT WOULD PERMIT AN OFFERING OF SUCH SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.Β ANY FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONSΒ MAYΒ CONSTITUTE A VIOLATION OF THE SECURITIESΒ LAWSΒ OR REGULATION OF SUCH JURISDICTIONS.Β
THIS ANNOUNCEMENT INCLUDES FORWARD-LOOKING STATEMENTS THATΒ AREΒ PREDICTIONS OF OR INDICATE FUTURE EVENTSΒ ANDΒ FUTUREΒ TRENDS. THESE FORWARD-LOOKING STATEMENTS INCLUDEΒ ALLΒ MATTERS THATΒ AREΒ NOT HISTORICAL FACTS. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWNΒ ANDΒ UNKNOWN RISKS, UNCERTAINTIESΒ ANDΒ OTHER FACTORS THATΒ AREΒ IN MANY CASES BEYOND THE COMPANY'S CONTROL. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKSΒ ANDΒ UNCERTAINTIES BECAUSE THEY RELATE TO EVENTSΒ ANDΒ DEPEND ON CIRCUMSTANCES THATΒ MAYΒ ORΒ MAYΒ NOT OCCUR IN THE FUTURE.Β
FORWARD-LOOKING STATEMENTSΒ AREΒ NOT GUARANTEES OF FUTURE PERFORMANCE,Β ANDΒ THE COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITIONΒ ANDΒ LIQUIDITY,Β ANDΒ THE DEVELOPMENT OF THE INDUSTRY IN WHICH IT OPERATESΒ MAYΒ DIFFER MATERIALLY FROM THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. THE CAUTIONARY STATEMENTS SETΒ FORTHΒ ABOVE SHOULD BE CONSIDERED IN CONNECTION WITH ANY SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT THE COMPANY, OR PERSONS ACTING ON ITS BEHALF,Β MAYΒ ISSUE. THESE FORWARD-LOOKING STATEMENTSΒ AREΒ MADE AS OF THE DATE OF THIS ANNOUNCEMENTΒ ANDΒ AREΒ 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,Β ANDΒ WILL NOT PUBLICLY RELEASE ANY REVISIONS ITΒ MAYΒ MAKE TO THESE FORWARD-LOOKING STATEMENTS THATΒ MAYΒ RESULT FROM EVENTS OR CIRCUMSTANCESΒ
ARISING AFTER THE DATE OF THIS ANNOUNCEMENT.Β
JPMC, which is authorisedΒ andΒ regulated in the United Kingdom by the Financial Services Authority, is acting for the CompanyΒ andΒ for noΒ oneΒ elseΒ in connection with the matters referred to in this announcementΒ andΒ will not be responsible to anyone otherΒ thanΒ the Company for providing the protections afforded to clients ofΒ JPMCΒ or for affording advice in relation to the contents of this announcement or on any matters referred to herein.Β
This announcement is not for distribution directly or indirectly in or into the UnitedΒ States,Β Canada,Β AustraliaΒ orΒ Japan. No public offering of securities will be made in the UnitedΒ States,Β Canada,Β Australia, orΒ Japan.Β
This Announcement is only addressed toΒ andΒ directed at persons in member states of the European Economic Area whoΒ areΒ "qualified investors" ("Qualified Investors") within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). Any person in the EEA who acquires any securities in the Placing or to whom any offer of securities is made will be deemed to have acknowledgedΒ andΒ agreed that theyΒ areΒ such a Qualified Investor.
In the case of any securities acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have representedΒ andΒ warranted that the securities acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of,Β norΒ have they have been acquired with a view to their offer or resale to, persons in circumstances whichΒ mayΒ give rise to an offer of securities to the public otherΒ thanΒ an offer or resale in a member state of the EEA whichΒ hasΒ implemented the Prospectus Directive to Qualified Investors or in circumstances in which the prior consent of JPMCΒ hasΒ been given to each such proposed offer or resale.
This AnnouncementΒ hasΒ been issued byΒ andΒ is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to,Β andΒ no responsibility or liability is or will be accepted by JPMC or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written orΒ oralΒ information made available to or publicly available to any interested party or its advisers,Β andΒ any liability therefore is expressly disclaimed.
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