REG - Petershill Prtnrs - Disclosure under Rule 2.10(c) of the Takeover Code

Petershill PartnersAnnouncement

Tue 07:00

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RNS Number : 1915D  Petershill Partners PLC  14 October 2025

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

FOR IMMEDIATE RELEASE

14 October 2025

PETERSHILL PARTNERS PLC

("Petershill Partners" or the "Company")

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the proposed
US$921 million return of capital involving a cancellation of Ordinary Shares
in the Company (to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006) 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

Update on letter of intent given by Aberdeen Equity Income Trust plc

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").

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").

The full terms and conditions of the Capital Return and the Delisting are set
out in the Scheme Circular.

As set out in the Scheme Circular, the Company received a non-binding letter
of intent from Aberdeen Equity Income Trust plc ("Aberdeen") to vote (or
procure votes) in favour of the Proposal at any court meeting, general meeting
or class meeting in connection with the Proposal to enable the Proposal to
become effective in respect of 2,452,021 Ordinary Shares, representing
approximately 0.23 per cent. of the Company's issued share capital and 1.10
per cent. of the Ordinary Shares held by the Free Float Shareholders on the
Latest Practicable Date.

The Company hereby announces that it was informed by Aberdeen on 13 October
2025 that Aberdeen disposed of 1,329,851 Ordinary Shares on 13 October 2025.
As a result, with effect from 13 October 2025, the letter of intent has ceased
to apply in respect of the Ordinary Shares disposed of by Aberdeen.

Following this disposal of Ordinary Shares and Aberdeen's disposal of
1,122,170 Ordinary Shares announced on 6 October 2025, the letter of intent
from Aberdeen now no longer applies in respect of any Ordinary Shares.

Therefore, the Company has received irrevocable undertakings to vote in favour
of the Proposal at any court meeting, general meeting or class meeting in
connection with the Proposal in respect of a total of 16,021,577 Ordinary
Shares held by the Free Float Shareholders representing, in aggregate,
approximately 1.48 per cent. of the Company's issued share capital and 7.22
per cent. of the Ordinary Shares held by the Free Float Shareholders as at the
date of this announcement.

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
3 adviser to Petershill Partners plc)

+44 (0) 203 493 8000

·      Ed Squire
 

·      James Robinson

·      William Simmonds

·      Harshit Kandpal

·      Valentina Proverbio

·      Rupert Budge

BofA Securities (joint financial adviser and joint corporate broker to
Petershill Partners plc)

+44 20 7628 1000

·      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

J.P. Morgan Cazenove, 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.

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, 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.

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Proposal or otherwise, nor shall there be any
sale, issuance or transfer of securities of the Company in any jurisdiction in
contravention of applicable law. The Proposal will be made solely by means of
the Scheme Circular, which will contain the full terms and conditions of the
Proposal including details of how to vote in respect of the Proposal. Any vote
in respect of the Scheme or other response in relation to the Proposal should
be made only on the basis of the information contained in the Scheme Circular.
The Company and the Private Funds encourage Shareholders to read the Scheme
Circular when it becomes available because it will contain important
information relating to the Proposal.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

The Company's Legal Entity Identifier is 213800HTCF8A7XM22A32.

Overseas Shareholders

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. In particular, the ability of Free Float Shareholders who are
not resident in the United Kingdom or the United States to vote their Ordinary
Shares with respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located. 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 announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in or
into or from any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Circular.

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 Scheme,
the Reduction of Capital 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 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 Scheme 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.

Disclosure requirements of the Takeover Code

The Private Funds will not acquire any Ordinary Shares pursuant to the
Proposal. However, as the Proposal, if implemented, would result in the
Private Funds consolidating their control and holding 100 per cent. of the
Ordinary Shares in issue, the Company and the Panel have agreed that the
Takeover Code applies to the Proposal.

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1.0
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company, and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London Time) on the 10(th) Business Day following
the commencement of the offer period and, if appropriate, by no later than
3.30 p.m. (London Time) on the 10(th) Business Day following the announcement
in which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a dealing disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1.0 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a dealing
disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A dealing disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company, and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A dealing disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London Time) on the Business Day following
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and dealing disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and dealing disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a dealing disclosure.

Additional information for UK and European Economic Area investors

This announcement discloses the planned material changes to the information
previously disclosed under Article 23(1) of the AIFMD and Chapter 3.2.2 of the
Investment Funds Sourcebook module of the FCA's Handbook which will occur as
part of the Proposal.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit
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 announcement 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
(https://urldefense.com/v3/__http:/www.petershillpartners.com__;!!O2kDR7mm-zSJ!t3rZvnLgukwcHWOH9uhs2Bwt0cFx3gN18ABEzhf5rgTOlEv7LjsBX8dgbOoiCZ3TFg-tDpz8buAOuBNC7bGjP_Iz4w8$)
. 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.

No incorporation of website information

Save as expressly referred to herein, neither the content of the Company's
website, nor the content of any website accessible from hyperlinks on the
Company's website, is incorporated into, or forms part of, this announcement.

Requesting hard copies

Shareholders 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, the Company confirms that it
has 1,081,708,167 Ordinary Shares in issue. The International Securities
Identification Number for Ordinary Shares is GB00BL9ZF303.

 

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