In connection with its conditional acquisition of a portfolio of 38 mid-market buyout co-investments in an all share transaction valued at approximately USD91.9 million, JP 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.
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 USUSD Equity Shares issued at JPEL’s unaudited USUSD 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.
