Last checked at 
25 Aug 2011 07:00
J.P. MORGAN PRIVATE EQUITY LIMITED -
SPL FUNDS ANNOUNCEOVERSUBSCRIBED CONDITIONAL PLACINGOF ALL NEW 2017 ZDP SHARES
GUERNSEY, 25 AUGUST 2011
In connection with its conditional acquisition of a portfolio of 38 mid-market buyout co-investments in an all share transaction valued at approximately $91.9 million, J.P. Morgan Private Equity Limited ("JPEL" or the "Company") has been informed that Liberum Capital Limited, acting as broker on behalf of the SPL Funds, has conditionally placed all New 2017 ZDP Shares with institutional investors.
JPEL is pleased to announce that it has been informed by Liberum Capital Limited that the conditional placing was oversubscribed and will satisfy the Acquisition condition that at least 25 per cent. of the total number of 2017 ZDP Shares issued are held in public hands.
As announced on 16 August, as part of the Acquisition, the SPL Funds will receive approximately 65% of the Purchase Price through the issue of 44,727,053 new US$ Equity Shares issued at JPEL's unaudited US$ Equity NAV per share at 30 June 2011 and 35% of the purchase price through the issue of 30,410,753 New 2017 ZDP Shares.
It is anticipated that, should the Acquisition become unconditional in all other material respects, the secondary transfers of these New 2017 ZDP Shares will take place immediately following Admission of the New 2017 ZDP Shares to the London Stock Exchange, which will ensure the requirements of LR 14.2.2 are satisfied in relation to this new class of shares.
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.
The relevant EGMs and shareholder votes for each of the respective SPL Funds are 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.
JPEL's Board has previously 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.
Unless otherwise defined in this announcement, defined terms contained herein shall have the meaning given to them in the Company's announcement relating to the Acquisition on 16th August 2011.
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 1150 (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.
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