REG - Petershill Prtnrs - Currency Conversion Exchange Rate

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RNS Number : 9078K  Petershill Partners PLC  10 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED
JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF ANY SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 December 2025

PETERSHILL PARTNERS PLC

("Petershill Partners" or the "Company")

US$921 million return of capital involving a cancellation of Ordinary Shares
in the Company and cancellation of the admission of the Company's Ordinary
Shares to the Official List and to trading on the London Stock Exchange's main
market for listed securities

EXCHANGE RATE IN RESPECT OF THE CURRENCY CONVERSION FACILITY

On 25 September 2025, the board of directors of the Company announced that,
having evaluated the Company's strategic options, it proposed to:

·      implement a return of capital involving a cancellation of shares
in the Company by means of a UK Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme") (the "Capital Return"); and

·      request the cancellation of (a) the listing of the Ordinary
Shares on the closed-ended investment funds category of the Official List (the
"Official List Cancellation"), and (b) the admission to, and trading of, the
Ordinary Shares on the London Stock Exchange's main market for listed
securities (the "LSE Cancellation" and, together with the Official List
Cancellation, the "Delisting"),

(the Capital Return and the Delisting together, the "Proposal").

It was announced by the Company on 2 December 2025 that the Scheme had been
sanctioned and the Reduction of Capital had been confirmed by the Court and on
4 December 2025 that the Scheme had become effective in accordance with its
terms and that the Reduction of Capital had taken effect.

As detailed in the Scheme Circular, the Company made a facility available,
through its registrar Computershare Investor Services PLC, under which Free
Float Shareholders were able to elect (such election, a "Currency Election")
to receive the Cash Amount in sterling (the "Currency Conversion Facility") at
the average market exchange rate (being the average US$:GBP exchange rate to
be calculated by dividing the total amount of US dollars converted by, or on
behalf of, the Company pursuant to the Currency Conversion Facility by the
total amount of sterling received by, or on behalf of, the Company pursuant to
such currency conversion trades less any applicable and properly incurred
transaction and dealing costs associated with such conversion, the "Average
Market Exchange Rate").

The default currency for payment of the Cash Amount by the Company is in US
dollars. For Free Float Shareholders who made a valid Currency Election to
receive the Cash Amount in sterling under the Currency Conversion Facility for
some or all of their Ordinary Shares, this announcement confirms the Average
Market Exchange Rate.

 Cash Amount               Average Market Exchange Rate  Sterling amount payable*
 US$4.15 per Scheme Share  USD$1:£0.74685                £3.0994 per Scheme Share

* Rounded to four decimal places.

A Free Float Shareholder who made a valid Currency Election is therefore
entitled to receive £3.0994 *  (#_ftn1) (*) in cash per Scheme Share held at
the Scheme Record Time (6.00 p.m. (London time) on 3 December 2025).

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the scheme circular published on 7 October
2025 in relation to the Proposal (the "Scheme Circular").

Enquiries:

 Petershill Partners plc
 Analyst / Investor enquiries:
 ·      Gurjit Kambo                                                                 +44 (0) 207 051 2564
 ·      Ian Hughes                                                                   +44 (0) 207 051 4067
 Media enquiries:
 ·      Brunswick Group                                                                           phll@brunswickgroup.com
 ·      Simone Selzer                                                                             +44 (0) 207 404 5959

 ·      Sofie Brewis
 J.P. Morgan Cazenove (joint financial adviser, joint corporate broker and Rule      +44 (0) 203 493 8000
 3 adviser to Petershill Partners plc)

 ·      Ed Squire
 ·      James Robinson
 ·      William Simmonds
 ·      Harshit Kandpal
 ·      Valentina Proverbio
 ·      Rupert Budge
 BofA Securities (joint financial adviser and joint corporate broker to              +44 (0) 20 7628 1000
 Petershill Partners plc)

 ·      Janis Vitols
 ·      Duncan Stewart
 ·      Geoff Iles
 ·      Tom Brown
 Goldman Sachs (financial adviser to GSAM)                                           +44 (0) 20 7774 1000
 ·      Dirk Lievens
 ·      Owain Evans
 ·      Ken Hayahara
 ·      Jamie Macdonald
 ·      Tom Hartley

Important notices relating to financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised in
the United Kingdom by the PRA and regulated in the United Kingdom by the PRA
and the FCA, is acting as financial advisor and Rule 3 adviser exclusively for
the Company and no one else in connection with the Proposal and will not
regard any other person as its client in relation to the Proposal and will not
be responsible to anyone other than the Company for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Proposal or any other matter or
arrangement referred to herein.

Merrill Lynch International ("BofA Securities"), which is authorised by the
PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for
the Company and for no one else in connection with the Proposal and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients, or for providing advice in connection with the
Proposal or any matter or arrangement referred to herein.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the UK, is acting exclusively for GSAM
and no one else in connection with the Proposal and will not be responsible to
anyone other than GSAM for providing the protections afforded to clients of
Goldman Sachs or for providing advice in connection with the matters referred
to herein. No representation or warranty, express or implied, is made by
Goldman Sachs as to the contents of this announcement.

No person has been authorised to give any information or make any
representations other than those contained in the Scheme Circular and, if
given or made, such information or representations must not be relied upon as
having been authorised by the Company, the Directors, the Private Funds, the
Private Funds Responsible Persons or by J.P. Morgan Cazenove or BofA
Securities or Goldman Sachs or any other person involved in the Proposal.
Neither the delivery of this announcement or the Scheme Circular, nor the
holding of the Meetings, the Court Hearing, or the filing of the Court Order
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date of this announcement or
that the information in, or incorporated into, this announcement is correct as
at any time subsequent to its date.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into or
from jurisdictions other than the United Kingdom or the United States may be
restricted by law and therefore any persons who are subject to the law of any
jurisdiction other than the United Kingdom or the United States should inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Proposal disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been prepared for the
purposes of complying with English law, the UK Listing Rules and the Takeover
Code and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.

Unless otherwise determined by the Company or required by the UK Listing Rules
or the Takeover Code, and permitted by applicable law and regulation, the
Proposal will not be made available, directly or indirectly, in, into or from
a Restricted Jurisdiction or any other jurisdiction where to do so would
violate the laws of that jurisdiction and no person may vote in favour of the
Proposal by any use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
announcement will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or into or from
any Restricted Jurisdiction.

Additional information for US investors

The Proposal involves (a) the reduction of the issued share capital of an
English company by cancelling shares and paying a cash amount to the holders
of such shares in proportion to the number of those shares cancelled, by means
of a scheme of arrangement provided for under English law, and (b) the
cancellation of the admission of the shares of an English company to the
closed-ended investment funds category of the Official List and the admission
to, and trading of, such shares on the London Stock Exchange's main market for
listed securities. A transaction of this type which is being effected by means
of a scheme of arrangement is not subject to the tender offer rules or the
proxy solicitation rules under the US Exchange Act. Accordingly, the Capital
Return and the Delisting will be subject to disclosure requirements and
practices applicable in the UK to delistings, schemes of arrangement and
reductions of capital, which are different from the disclosure requirements of
the US tender offer rules and the US proxy solicitation rules. The financial
information included in this announcement has been or will have been prepared
in accordance with the International Financial Reporting Standards and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US.

The receipt of the Cash Amount pursuant to the Capital Return by a US
Shareholder will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each Free Float Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Proposal applicable to them.

It may be difficult for US Shareholders to enforce their rights and claims
arising out of the US federal securities laws, since certain of the Private
Funds and the Company are located in countries other than the US, and some or
all of the officers and directors of the Company may be residents of countries
other than the US. US Shareholders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US securities
laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Proposal, and other
information published by the GSAM Investment Managers and the Company contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The forward-looking
statements contained in this announcement include statements relating to the
expected effects of the Proposal on the Private Funds and the Company, the
expected timing and scope of the Proposal and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved.

Although the GSAM Investment Managers and the Company believe that the
expectations reflected in such forward-looking statements are reasonable, the
GSAM Investment Managers and the Company can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements. These
factors include the satisfaction of the Conditions, as well as additional
inherent business and economic risk factors including, but not limited to:
local and global political and economic conditions; industry-specific events
related to fundraising and investing activity; foreign exchange rate
fluctuations and interest rate fluctuations (including those from any
potential credit rating decline); legal or regulatory developments and
changes; the outcome of any litigation; the impact of any acquisitions or
similar transactions; success of business initiatives; and changes in the
level of capital investment. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in
the light of such factors. Neither the GSAM Investment Managers nor the
Company, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure Guidance and Transparency Rules), neither the
GSAM Investment Managers nor the Company is under any obligation, and the GSAM
Investment Managers and the Company expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement, or incorporated by reference into this
announcement, is intended to be or is to be construed as a profit forecast,
estimate or quantified financial benefit statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for the Company. No statement in this document is intended
as a quantified financial benefits statement for the purposes of the Takeover
Code.

Publication on website

A copy of this announcement, together with all information incorporated into
this announcement by reference to another source, is and will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on the Company's website at
www.petershillpartners.com. For the avoidance of doubt, save as expressly
referred to in this announcement, the contents of the websites referred to in
this announcement are not incorporated into and do not form part of this
announcement.

Requesting hard copies

You may request a hard copy of this announcement, and all information
incorporated into this announcement by reference to another source by
contacting Computershare during business hours on +44 (0) 370 707 1440 or by
submitting a request in writing to Computershare at The Pavilions, Bridgwater
Road, Bristol BS99 6ZZ. If you have received this announcement in electronic
form, copies of this announcement, and any document or information
incorporated by reference into this announcement will not be provided unless
such a request is made.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown in the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 *  (#_ftnref1)  *      No amounts of cash of less than one penny will be
paid to any Free Float Shareholder who made a valid Currency Election and the
aggregate Cash Amount payable to such Free Float Shareholders will be rounded
down to the nearest penny.

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