TIDMJPEL
RNS Number : 9297I
JPEL Private Equity Limited
17 December 2020
JPEL Private Equity Limited
Ground Floor
Cambridge House
Le Truchot, St Peter Port
Guernsey, GY1 1WD
www.jpelonline.com
JPEL ANNOUNCES COMPLETION OF TRANSFER OF LARGEST INVESTMENT
AND EIGHTH MANDATORY REDEMPTION TO US$ SHAREHOLDERS
-- MBI REPRESENTED 33.05% OF 30 SEPTEMBER 2020 NAV
-- JPEL WILL RETURN $75 MILLION TO SHAREHOLDERS
-- REDEMPTION DATE 29 DECEMBER 2020
-- REDEMPTION REPRESENTS 36.08% OF US$ EQUITY SHAREHOLDER NET ASSET VALUE AT 31 OCTOBER 2020
* * *
GUERNSEY, 17 DECEMBER 2020
The Board of Directors of JPEL Private Equity Limited ("JPEL" or
the "Company") is pleased to announce the completion of the
transfer of its indirect minority interest in MBI Holding, Inc.
("MBI" and the "Transaction") and JPEL's eighth capital
distribution in respect of the Company's US$ Equity Share class
("Mandatory Redemption").
The Company's indirect interest in MBI is the Company's largest
investment representing approximately $65.0m of the Company's NAV.
The Transaction is being completed at an 8.5% premium to that
valuation.
Details of the Transaction
Various funds managed by Fortress Investment Group ("FIG")
affiliates owned, together with the JPEL investment, approximately
87% of MBI (together with JPEL those funds being the "Selling
Shareholders"). Pursuant to JPEL's investment strategy, FCF JPEL
Management LLC, a FIG affiliate, continues to effect an orderly
realisation of the Company's investments in order to maximise
returns to US$ Equity Shareholders. JPEL's Directors are focused on
shareholder value as well as the Company's realisation strategy and
the related timetable. The Directors considered this when reviewing
the transaction alongside the third party fairness opinion and
third party valuation information.
The Selling Shareholders have transferred their interest in MBI
to a newly established investment vehicle ("Purchaser") managed by
FIG affiliates, which was partially capitalised by three third
party private equity investors who are participating in the
Transaction through a new fund ("New MBI Fund") managed by FIG
affiliates and raised following a placement agent led marketing
process, along with other existing funds managed by FIG affiliates.
As agreed with the third party private equity investors in
connection with the Transaction, the FIG co-portfolio managers
responsible for the management of JPEL, Greg Getschow and Troy
Duncan (the "Related Parties"), will also personally invest in the
Transaction. The manager of the New MBI Fund is entitled to receive
the same management fee rate per annum that FCF JPEL Management LLC
receives pursuant to its investment management agreement with
JPEL.
Pursuant to Listing Rule 11.1.4R (4), persons exercising
significant influence constitute related parties of the Company and
as such the Company has deemed the Related Parties, as joint
portfolio managers, to be related parties of the Company.
Additionally, pursuant to LR 15.5.4 R, FIG, as the Company's
investment manager is considered a related party of the Company.
The Transaction, in so far as it relates to each of the Related
Parties, is a "smaller related party transaction" for the purposes
of Listing Rule 11. Accordingly, the Company has obtained written
confirmation from a Sponsor in accordance with the requirements of
LR 11.1.10 (2)(b) that the terms of the Transaction are fair and
reasonable as far as the shareholders are concerned. The Related
Parties have agreed to invest a combined total of approximately
$4.9 million in the Transaction.
The Board of JPEL has approved the terms of the Transaction
following the receipt of the fair and reasonable confirmation from
the Sponsor and also the review of a third party independent
fairness opinion.
Eighth Mandatory Redemption
The Company has resolved to return a total of $75 million to
JPEL US$ Equity Shareholders. Redemption proceeds will be comprised
of existing cash on JPEL's balance sheet and proceeds from the sale
of the indirect interest in MBI.
The $75 million capital return (the equivalent of approximately
46.6 million US$ Equity Shares, or 36.08% of US$ Equity Shareholder
NAV) will be by way of a pro rata compulsory redemption of US$
Equity Shares at a price equal to the prevailing NAV per US$ Equity
Share of $1.61 as at 31 October 2020 (being the most recent NAV per
US$ Equity Share available as of the date of this announcement) for
US$ Equity Shareholders on the register of members as at close of
business on 29 December 2020 ("Record Date"). Unless circumstances
require otherwise, this NAV will form the NAV per US$ Equity Share
as of the date of redemption.
Payments of redemption proceeds are expected to be effected
either through CREST (in the case of shares held in uncertificated
form) or by cheque (in the case of shares held in certificated
form) on or around 8 January 2021. Any share certificates for the
balance of holdings of shares will also be despatched to
shareholders on or around 8 January 2021.
The Company currently has 129,101,529 US$ Equity Shares in
issue. All of the US$ Equity Shares redeemed on the redemption date
will be cancelled and any fractions of shares will be rounded down
to the nearest whole share.
The US$ Equity Shares will be disabled in CREST on the Record
Date and the existing ISIN number GG00BMDQPC56 (the "Old ISIN")
will expire. A new ISIN number GG00BNDVXN48 (the "New ISIN") in
respect of the remaining US$ Equity Shares which have not been
redeemed will be enabled and available for transactions on 30
December 2020. For the period up to and including the Record date,
US$ Equity Shares will be traded under the Old ISIN and as such, a
purchaser of such shares may have a market claim for the redemption
proceeds following the activation of the New ISIN. CREST will
automatically transfer any open transactions as at the redemption
date to the New ISIN.
Inclusive of this Mandatory Redemption, JPEL will have returned
$414.2 million to US$ Equity Shareholders, or approximately 86.5%
and 108.9% of the Company's 31 October 2016 NAV and market
capitalization. Please note that the prevailing NAV at the time of
the Company's first mandatory redemption was 31 October 2016.
DIRECTOR'S INTERESTS
As of 17 December 2020, Sean Hurst, Christopher Spencer and Tony
Dalwood, Directors of the Company, owned 9,521, 11,487 and 48,798
US$ Equity Shares, respectively. As a result of the Mandatory
Redemption described above, Sean Hurst, Christopher Spencer and
Tony Dalwood are expected, immediately following the redemption
date, to hold approximately 6,086, 7,343 and 31,191 US$ Equity
Shares, respectively.
* * *
Notes: This announcement contains inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) No.
596/2014
LEI Number: 5493005M6GBE3DNJZ894
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 Management LLC
JPELClientService@fortress.com
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December 17, 2020 02:00 ET (07:00 GMT)
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