JPEL Private Equity Limited Results of EGM and Separate Class Meeting (3171D)
July 05 2016 - 10:01AM
UK Regulatory
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
* * *
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
* * *
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
JPELClientService@fortress.com
Rosemary DeRise
+1 212 497 2908
RDeRise@fortress.com
Samantha Ladd Sughrue
+1 212 497 2983
SSughrue@fortress.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCRAMATMBMMBMF
(END) Dow Jones Newswires
July 05, 2016 11:01 ET (15:01 GMT)
Jpel Private Equity (LSE:JPEL)
Historical Stock Chart
From Apr 2024 to May 2024
Jpel Private Equity (LSE:JPEL)
Historical Stock Chart
From May 2023 to May 2024