REG - Petershill Prtnrs - Form 8 (OPD) The Private Funds

Petershill PartnersAnnouncement

08/10/2025 07:00

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RNS Number : 4553C  Petershill Partners PLC  08 October 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     The Private Funds (as defined in Petershill Partners plc's announcement dated
                                                                                 25 September 2025) managed by Goldman Sachs Asset Management, L.P. and certain
                                                                                 of its affiliates
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Petershill Partners plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         3 October 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A*
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

* The Private Funds are being treated as the offeror and Petershill Partners
plc is being treated as the offeree company. As a result of the Private Funds'
majority ownership of Petershill Partners plc, the Private Funds are also
treated as acting in concert with Petershill Partners plc. Petershill Partners
plc will publish a separate OPD in the capacity of offeree company.

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

The Private Funds

 

 Class of relevant security:                                          Ordinary shares of US$ 0.01 each

                                                                      Interests               Short positions

                                                                      Number       %          Number     %
 (1) Relevant securities owned and/or controlled:                     859,802,817  79.49      NIL        -
 (2) Cash-settled derivatives:                                        NIL          -          NIL        -

 (3) Stock-settled derivatives (including options) and agreements to  NIL          -          NIL        -
 purchase/sell:
                                                                      859,802,817  79.49      NIL        -

      TOTAL:

 

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   NIL
 Details, including nature of the rights concerned and relevant percentages:  NIL

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 Goldman Sachs International

Class of relevant security:                                          Ordinary shares of US$ 0.01 each

                                                                      Interests             Short positions

                                    Number     %          Number     %
 (1) Relevant securities owned and/or controlled:                     709,835    0.07       581,291    0.05
 (2) Cash-settled derivatives:                                        6,039      0.001      263,080    0.02

 (3) Stock-settled derivatives (including options) and agreements to  NIL        -          NIL        -
 purchase/sell:
                                                                      715,874    0.07       844,371    0.08

      TOTAL:

 

 Other concert parties

Name                                                                 Number of Ordinary Shares  Percentage of existing issued share capital
 Ali Raissi-Dehkordy (Member of the Petershill Investment Committee)  1,155,000                  0.11
 Rob Hamilton Kelly (Member of the Petershill Investment Committee)   551,584                    0.05
 Mike Brandmeyer (Member of the Petershill Investment Committee)      495,260                    0.05
 Gurjit Kambo (GSAM employee)                                         101,144                    0.01
 Harold Hope (Member of the XIG Vintage Investment Committee)         65,000                     0.01
 TOTAL                                                                2,367,988                  0.22

 

Other concert parties

 

 Name                                                                 Number of Ordinary Shares  Percentage of existing issued share capital
 Ali Raissi-Dehkordy (Member of the Petershill Investment Committee)  1,155,000                  0.11
 Rob Hamilton Kelly (Member of the Petershill Investment Committee)   551,584                    0.05
 Mike Brandmeyer (Member of the Petershill Investment Committee)      495,260                    0.05
 Gurjit Kambo (GSAM employee)                                         101,144                    0.01
 Harold Hope (Member of the XIG Vintage Investment Committee)         65,000                     0.01
 TOTAL                                                                2,367,988                  0.22

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             YES

 

 

 Date of disclosure:  8 October 2025
 Contact name:        Papa Lette and Andrzej Szyszka
 Telephone number:    +33(1) 4212 1459 / +48(22) 317 4817

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                      Goldman Sachs International (as a concert party of the Private Funds managed
                                                                             by Goldman Sachs Asset Management, L.P. and certain of its affiliates)
 Name of offeror/offeree in relation to whose relevant securities this form  Petershill Partners plc
 relates:

 

 

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS

 

 Class of relevant security:                                               Ordinary shares of US$ 0.01 each

                                                                           Number             %

 Securities borrowed:                                                      554,062            0.05
 Securities lent (including securities subject to a security financial     554,477            0.05
 collateral arrangement with right of use or a title transfer collateral
 arrangement):

 

Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.

 

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS

 

 Class of relevant security  Nature of transaction                                                         Number of securities

                             e.g. securities lending/borrowing, delivery/receipt of recalled securities,
                             entering into financial collateral arrangement with right of use, entering
                             into title transfer collateral arrangement etc.

                             N/A

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                      Goldman Sachs & Co LLC (as a concert party of the Private Funds managed by
                                                                             Goldman Sachs Asset Management, L.P. and certain of its affiliates)
 Name of offeror/offeree in relation to whose relevant securities this form  Petershill Partners plc
 relates:

 

 

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS

 

 Class of relevant security:

                                                                           Number   %

 Securities borrowed:                                                      554,477  0.05
 Securities lent (including securities subject to a security financial     554,062  0.05
 collateral arrangement with right of use or a title transfer collateral
 arrangement):

 

Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.

 

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS

 

 Class of relevant security  Nature of transaction                                                         Number of securities

                             e.g. securities lending/borrowing, delivery/receipt of recalled securities,
                             entering into financial collateral arrangement with right of use, entering
                             into title transfer collateral arrangement etc.

                             N/A

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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