Jpel Priv Eqty Regulatory News (JPEL)

17 Nov 2009 17:14



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

FOR IMMEDIATE RELEASE 

J.P. MORGAN PRIVATE EQUITY LIMITED - ISSUE OF SHARES 

17 November 2009

This announcement appears as a matter of record only. 

J.P. Morgan Private Equity Limited ("JPEL" or the "Company") is pleased to announce the successful completion of its offering of 2015 zero dividend preference shares (the "2015 ZDP Shares"). As the offering was oversubscribed, the Company has closed on its maximum target of £30,000,000.

The Company resolved to issue an aggregate of 53,333,333 2015 ZDP Shares at a price of 56.25p per share, representing a 7.46 per cent gross redemption yield to investors.

The issue represented the maximum number of shares offered under the prospectus published by the Company on 10 November 2009. As such, the Company's board of directors has indicated that JPEL does not intend to issue any additional 2015 ZDP Shares in the foreseeable future as a result of the successful placement.

The issuance of the 2015 ZDP Shares is conditional, inter alia, on admission of the 2015 ZDP Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ("Admission"). Application has been made for 53,333,333 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 the 2015 ZDP Shares will commence on 20 November 2009. 

EXPECTED TIMETABLE

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 to London time.

Defined terms used in this announcement shall have the meaning assigned to them in the prospectus issued by the Company on 10 November 2009 unless expressly stated otherwise.

Enquiries: 

J.P. Morgan Asset Management 

Troy Duncan / Greg Getschow 

+ 44 (0) 20 7247 3032 / +1 212 648 1150

Cenkos Securities plc

Peter Hindmarsh / Will Rogers 

+ 44 (0) 7397 8900

J.P. Morgan Cazenove 

Angus Gordon Lennox / Edward Gibson-Watt

+44 (0) 020 7588 2828 

Anthony Payne / Max Hilton +44 (0) 20 31786869 

anthony.payne@peregrinecommunications.co.uk 

DISCLAIMER

THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE RESPONSIBILITY OF J.P. MORGAN PRIVATE EQUITY LIMITED. 

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 referred to in this announcement have not been and will not be registered under the United States Securities Act 1933, as amended, and will 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 the United States Securities Act of 1933, as amended, or an exemption therefrom 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 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. 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, AND THE COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, 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. 

JPMC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC or for affording advice in relation to the contents of this announcement or on any matters referred to herein. 

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. 

This Announcement is only addressed to and directed at persons in member states of the European Economic Area who are "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 acknowledged and agreed that they are 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 represented and warranted that the securities acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they have been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors or in circumstances in which the prior consent of JPMC has been given to each such proposed offer or resale.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, and 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 or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.