REG - Petershill Prtnrs - Proposed Tender Offer
23/04/2024 07:00
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RNS Number : 6003L Petershill Partners PLC 23 April 2024
23 April 2024
PETERSHILL PARTNERS PLC
Proposed return of up to US$100 million
* (#_ftn1)
to Shareholders by way of tender offer for up to 37,870,955 Ordinary Shares
Highlights of the Tender Offer
· Proposed Tender Offer to return up to US$100 million* to Shareholders at a price per Ordinary Share of £2.14.
· Premium of 15 per cent. to the closing price of 186 pence per Ordinary Share on 22 April 2024.
· Tender Offer subject to shareholder approval at the Company's Annual General Meeting; Notice of Annual General Meeting to be published today.
· Tender Offer opens 23 April 2024 and will close at 1.00 p.m. on 31 May 2024.
· Tender proceeds expected to be despatched to Shareholders in early June 2024.
Key elements of the Tender Offer
· Up to US$100 million* is available to be returned to Qualifying Shareholders via the purchase of up to 37,870,955 Ordinary Shares (representing up to approximately 3.4 per cent of the Company's Issued Ordinary Share Capital).
· The Tender Price will be £2.14 per Ordinary Share, representing a premium of 15 per cent. to the closing price of 186 pence per Ordinary Share on 22 April 2024.
· The Tender Offer is conditional on, among other things, the approval of shareholders, which will be sought at the annual general meeting of the Company to be held at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU at 1.00 p.m. on 23 May 2024 (the "Annual General Meeting").
· The Tender Offer will open 23 April 2024 and will close at 1.00 p.m. on 31 May 2024, unless such dates are altered by means of an announcement through a Regulatory Information Service.
· Proceeds are expected to be despatched in early June 2024 to Shareholders who successfully tender Ordinary Shares.
· The Petershill Funds that are Shareholders in the Company and which are managed or advised by Goldman Sachs Asset Management, L.P., in aggregate having an interest in 76.8 per cent. of the Company's voting rights, are supportive of the Tender Offer and intend to vote in favour of the Tender Offer Resolution at the Annual General Meeting in respect of their holdings of Ordinary Shares, but will not participate in the Tender Offer.
· The Directors have committed to vote in favour of the proposed resolutions and not to participate in the Tender Offer in respect of their individual holdings of Ordinary Shares.
Benefits of the Tender Offer
The benefits of the Tender Offer for shareholders as a whole are that:
· it is available to all Qualifying Shareholders regardless of the size
of their holdings;
· it provides Qualifying Shareholders who wish to reduce their holdings
of Ordinary Shares with an opportunity to do so at a premium to the closing
price of an Ordinary Share of £1.86 on 22 April 2024; and
· it permits Shareholders who wish to retain their current investment
in the Company to do so, allowing them to benefit from the accretive impact of
the Company repurchasing its own Ordinary Shares at a material discount to the
book value of its assets and at a price which is expected to be accretive to
earnings per share.
A shareholder circular (the "Circular") containing the full terms and
conditions of the Tender Offer and instructions to Qualifying Shareholders on
how to tender their Ordinary Shares should they wish to do so will be
dispatched to shareholders today.
The Circular will also be available on the Company's website at
https://www.petershillpartners.com (https://www.petershillpartners.com) .
Copies of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at www.morningstar.co.uk/nsm
(http://www.morningstar.co.uk/nsm) .
This summary should be read in conjunction with the full text of the
announcement and the Circular.
The maximum number of Ordinary Shares that may be purchased in the Tender
Offer has been calculated by converting US$100 million into Pounds Sterling
using an exchange rate of GBP1.00:US$1.23390 and dividing the resulting Pounds
Sterling amount by the Tender Price of £2.14. Depending on the GBP:US$
exchange rate at the time that Ordinary Shares that have been successfully
tendered are acquired under the Tender Offer, the aggregate US dollar amount
that is paid to Shareholders under the Tender Offer may be more or less than
US$100 million.
This announcement includes inside information as defined in Article 7 of the
UK Market Abuse Regulation and is being released on behalf of Petershill
Partners plc by Naguib Kheraj, Chairman.
Investor Relations
Gurjit Kambo
+44 (0) 207 051 2564
PHP-Investor-Relations@gs.com (mailto:PHP-Investor-Relations@gs.com)
Media Relations
Brunswick Group
Simone Selzer
+44 (0) 207 404 5959
phll@brunswickgroup.com (mailto:phll@brunswickgroup.com)
Advisers
Joint Financial Advisers
BofA Securities
Duncan Stewart / Tom Brown / Michael Perry
+44 20 7628 1000
Goldman Sachs
Richard Cormack / Tom Hartley / Jamie Macdonald / Hannah Mackey
+44 (0) 20 7774 1000
J.P. Morgan Cazenove
Ed Squire / William Simmonds / Rupert Budge / Harshit Kandpal
+44 203 493 8000
Legal Adviser
Freshfields Bruckhaus Deringer LLP
Upcoming events
· Q1 2024 Trading Update on 23 May 2024
· Annual General Meeting on 23 May 2024
About Petershill Partners plc
Petershill Partners plc is a diversified, publicly listed, global alternatives
investment group focused on private equity and other private capital
strategies. Through its economic interests in more than 20 Partner-firms
Petershill Partners plc provides investors with exposure to the growth and
profitability of the alternative asset management industry.
Petershill Partners plc aims to deliver diversified, highly visible,
risk-adjusted returns from private markets to public market investors.
Petershill Partners plc invests into Partner-firms whose funds generate
earnings, primarily in the form of fees. Petershill Partners plc
participates in the fee income from more than 200 underlying funds that are
diversified across multiple factors such as asset class, investment strategy,
and investment lifecycle.
Further information regarding Petershill Partners plc is available on
Petershill Partners plc's website at https://www.petershillpartners.com
(https://www.petershillpartners.com) .
ISIN: GB00BL9ZF303
PETERSHILL PARTNERS PLC
Proposed return of up to US$100 million* to Shareholders by way of tender offer for up to 37,870,955 Ordinary Shares
Petershill Partners plc ("Petershill Partners" or the "Company") announces the
proposed return of up to US$100 million to its shareholders (the
"Shareholders") by way of a tender offer by acquiring up to 37,870,955
Ordinary Shares at a price of £2.14 per Ordinary Share (the "Tender Offer").
1. Background to the Tender Offer
The Company announced on 26 March 2024, on publication of its annual results for the period ending 31 December 2023, that it was considering launching a tender offer. It is now proposed that the Company conduct a tender offer, for up to US$100 million in equivalent aggregate value, at a price per Ordinary Share of £2.14 (the "Tender Price").
The Directors remain focused on the efficient and disciplined management of capital with the overriding objective of driving shareholder value. The Company exercised restraint around M&A in an uncertain market environment last year but understands that deploying capital is a critical driver of delivering investment returns for Shareholders. Given the current share price and the Company's cash resources, the Directors believe that the Tender Offer provides a meaningful opportunity for the Company to invest in its own portfolio at a significant discount to current valuations, offering a very attractive investment opportunity to increase its exposure to assets the Company knows well, whilst also providing liquidity to Shareholders who may wish to sell Ordinary Shares. The Company has previously repurchased its own Ordinary Shares via successive on-market buyback programmes, with the first US$50 million buyback programme announced on 22 April 2022 and the second US$50 million buyback programme announced on 17 May 2023. Unlike the on-market buyback programmes, which can be restricted in terms of the price payable and liquidity, the Tender Offer will allow all Qualifying Shareholders the opportunity to obtain liquidity for all or part of their shareholding on equal terms.
The Directors have received confirmation that the Petershill Funds that are Shareholders in the Company and which are managed or advised by Goldman Sachs Asset Management, L.P. (the "PH Fund Shareholders"), in aggregate having an interest in 76.8 per cent. of the Company's voting rights, are supportive of the Tender Offer and intend to vote in favour of the Tender Offer Resolution at the Annual General Meeting in respect of their holdings of Ordinary Shares, but will not participate in the Tender Offer.
As the PH Fund Shareholders will not participate in the Tender Offer, the Tender Offer will involve the purchase of Ordinary Shares with an aggregate value of up to the Maximum Aggregate Tender Offer Amount from other Shareholders, who collectively own 23.2 per cent. of the Ordinary Shares. This represents a substantial increase in the aggregate value that can be returned to those other Shareholders compared to what would have been returned to them had the PH Fund Shareholders participated in the Tender Offer. As a consequence of completion of the Tender Offer, assuming 37,870,955 Ordinary Shares are purchased from other Shareholders at the Tender Price, and subsequently repurchased by the Company, the percentage of the Company's voting rights in which the PH Fund Shareholders have an interest will increase to 79.5 per cent. Following the completion of the Tender Offer, therefore, the PH Fund Shareholders (and Goldman Sachs Asset Management, L.P., as their manager which controls the votes of the Petershill Funds) will continue to possess significant voting power and have a significant direct influence over all matters requiring Shareholder approval, including the election of the Directors.
At the time of the initial public offering of the Company, the Operator expected to need to reduce its long-term managed holdings to less than 25 per cent. of the Company, under US bank holding company regulations, but was not required to do so prior to the fifth anniversary of the Company's initial public offering (being September 2026). However, as announced on 15 April 2024, having had the opportunity to evaluate the operation of Petershill Partners over the past several years, the Operator, in consultation with the Company, has determined that it could maintain an ownership greater than 25 per cent. of the Company beyond September 2026 in compliance with US bank holding company regulations, while allowing the Company to continue to operate as it has been doing in the ordinary course. The Petershill Funds maintain their aim to create additional liquidity and free float in Petershill Partners over time while maximising value. While the Operator's goal remains to reduce long-term managed holdings to less than 25 per cent., should this occur after the fifth anniversary of the Company's initial public offering (being September 2026), the Operator does not expect any changes to the operations of the Company.
On 26 March 2024, the Board proposed a final dividend payment of 10.1 cents (USD) per Ordinary Share, payable on 14 June 2024 to Shareholders on the register as at close of business on 10 May 2024 with the ex‑dividend date being 9 May 2024. Accordingly, all Shareholders, irrespective of participation in the Tender Offer, will receive the final dividend.
At the forthcoming Annual General Meeting of the Company on 23 May 2024 (notice of which accompanies this document) the Company will seek Shareholders' approval for an on-market buyback resolution that will authorise the Company to effect the Tender Offer. The Company will also seek Shareholders' approval for a general buyback authority to replace the equivalent authority which was granted at the annual general meeting of the Company held on 24 May 2023.
Qualifying Shareholders are not required to tender any or all of their Ordinary Shares if they do not wish to do so.
2. Benefits of the Tender Offer
The benefits of the Tender Offer for Shareholders as a whole are that:
· it is available to all Qualifying Shareholders regardless of the size of their holdings;
· it provides Qualifying Shareholders who wish to reduce their holdings of Ordinary Shares with an opportunity to do so at a premium to the closing price of an Ordinary Share of £1.86 on 22 April 2024 (the "Latest Practicable Date") as derived from the London Stock Exchange's Daily Official List; and
· it permits Shareholders who wish to retain their current investment in the Company to do so, allowing them to benefit from the accretive impact of the Company repurchasing its own Ordinary Shares at a material discount to the book value of its assets and at a price which is expected to be accretive to earnings per share.
3. The Tender Offer
Overview of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part IV (Details of the Tender Offer) of the Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares.
All Qualifying Shareholders who are on the Register at 6.00 p.m. on 31 May 2024 are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by BofA Securities, acting as principal, on the terms set out in the Circular and the Tender Form. Subject to satisfaction of the conditions to the Tender Offer, Ordinary Shares which are successfully tendered under the Tender Offer will be purchased at the Tender Price.
The Tender Price represents a premium of 15 per cent. to the closing price of 186 pence per Ordinary Share on the Latest Practicable Date.
The Tender Offer is to be effected by BofA Securities (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders. BofA Securities, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such (or an equivalent number of) Ordinary Shares at the Tender Price under an option agreement (the "Option Agreement"), details of which are set out in paragraph 3 of Part VI (Additional Information) of the Circular. All Ordinary Shares purchased by the Company from BofA Securities pursuant to the Option Agreement will be cancelled.
Options available to Qualifying Shareholders in respect of the Tender Offer
Qualifying Shareholders can elect:
· to tender some or all of their Ordinary Shares for purchase and to
receive the Tender Price in cash in consideration for such purchase (subject
to scaling-down, where applicable); or
· not to tender any Ordinary Shares in the Tender Offer.
It is a matter for each Qualifying Shareholder whether they wish to tender any
Ordinary Shares. Qualifying Shareholders are not obliged to tender any
Ordinary Shares if they do not wish to do so. The total number of Ordinary
Shares tendered by any Qualifying Shareholder must not exceed the total number
of Ordinary Shares registered in their name at the Record Date.
Once made, any tender of Ordinary Shares will be irrevocable.
Price which Shareholders will receive in respect of Ordinary Shares they successfully tender
A single price per Ordinary Share will be paid in respect of all Ordinary
Shares purchased by BofA Securities pursuant to the Tender Offer, that price
being the Tender Price.
The maximum number of Ordinary Shares that may be purchased in the Tender
Offer was calculated by converting US$100 million into Pounds Sterling at the
Bloomberg fix rate for GBP:US$ at 5.00 p.m. on 22 April 2024 and dividing the
resulting Pounds Sterling amount by the Tender Price. As the aggregate value
at the Tender Price of all validly tendered Ordinary Shares will be a Pounds
Sterling amount, the actual aggregate US dollar amount that is ultimately
retuned to Shareholders through the Tender Offer may be more or less than
US$100 million because it will depend on (a) the number of Ordinary Shares
purchased in the Tender Offer, and (b) the GBP:US$ exchange rate on the date
that the Company acquires the Ordinary Shares that BofA Securities purchased
in the Tender Offer.
Number of Ordinary Shares that will be purchased pursuant to the Tender Offer
All Shareholders who tender Ordinary Shares will receive the Tender Price for
each Ordinary Share that is tendered, subject, where applicable, to the
scaling-down arrangements described in paragraphs 2.13 to 2.15 of Part IV
(Details of the Tender Offer) of the Circular. If more than 37,870,955
Ordinary Shares are validly tendered by Shareholders, acceptances of validly
tendered Ordinary Shares will be scaled-down to determine the extent to which
individual tenders are accepted. Accordingly, where scaling-down applies there
is no guarantee that all of the Ordinary Shares which are tendered by
Qualifying Shareholders will be accepted for purchase.
Guaranteed Entitlement
The Guaranteed Entitlement (as defined below) is only relevant if the Tender
Offer is oversubscribed. Tenders in respect of up to approximately 14.6 per
cent. of each holding of Ordinary Shares of every Qualifying Shareholder on
the Record Date will be accepted in full at the Tender Price and will not be
scaled down. This percentage is known as the "Guaranteed Entitlement".
Qualifying Shareholders may tender Ordinary Shares in excess of their
Guaranteed Entitlement. However, the tender of such excess Ordinary Shares
will only be successful to the extent that other Qualifying Shareholders have
tendered less than their Guaranteed Entitlement.
Circumstances in which the Tender Offer may not proceed
There is no guarantee that the Tender Offer will be completed. The Tender
Offer is conditional on the passing of the Tender Offer Resolution set out in
the Notice of Annual General Meeting that accompanies the Circular. The Tender
Offer is also conditional on the other matters specified in paragraph 2.1 of
Part IV (Details of the Tender Offer) of the Circular.
The Board has reserved the right, at any time prior to the Tender Offer
becoming unconditional, to require BofA Securities not to proceed with the
Tender Offer if the Board concludes that the implementation of the Tender
Offer is no longer in the best interests of the Company and/or Shareholders as
a whole. The Board has also reserved the right, at any time prior to the
announcement of the results of the Tender Offer, with the prior consent of
BofA Securities, to revise the aggregate value of the Tender Offer, or to
extend the period during which the Tender Offer is open, based on market
conditions and/or other factors, subject to compliance with applicable legal
and regulatory requirements.
If the Tender Offer is not completed or is only partially taken up, the Board
will consider how best to deploy the cash resources available for the benefit
of Shareholders in the light of prevailing market conditions at the time.
Results announcement and Unconditional Date
It is expected that the results of the Tender Offer will be announced on 5
June 2024, which will be the Unconditional Date for the Tender Offer.
Settlement is then expected to take place as set out in the timetable below
and as provided for in Part IV (Details of the Tender Offer) of the Circular.
Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which
it is made and some questions and answers related to the Tender Offer are set
out in the Circular.
4. Expected timetable for Tender Offer
Each of the times and dates in the table below is indicative only and may be
subject to change by Petershill Partners, in consultation with the Financial
Advisers, in which event details of the new times and dates will be notified
to Shareholders by announcement through a Regulatory Information Service.
Tender Offer opens (subject to the passing at the Annual General Meeting of 23 April 2024
the Tender Offer Resolution set out in the Notice of Annual General Meeting
that accompanies the Circular)
Ex-dividend date 9 May 2024
Dividend record date 10 May 2024
Latest time and date for receipt of Forms of Proxy for the Annual General 1.00 p.m. on 21 May 2024
Meeting
Annual General Meeting 1.00 p.m. on 23 May 2024
Announcement of results of the Annual General Meeting 23 May 2024
Latest time and date for receipt of Tender Forms and share certificates or 1.00 p.m. on 31 May 2024
other documents of title for tendered certificated Ordinary Shares (i.e. close
of the Tender Offer)
Latest time and date for settlement of TTE Instructions for tendered 1.00 p.m. on 31 May 2024
uncertificated Ordinary Shares (i.e. close of the Tender Offer)
Record Date for the Tender Offer 6.00 p.m. on 31 May 2024
Announcement of the results of the Tender Offer 5 June 2024
Unconditional Date for the Tender Offer and purchase of Ordinary Shares under 5 June 2024
the Tender Offer
CREST accounts credited with unsuccessfully tendered uncertificated Ordinary 7 June 2024
Shares
CREST accounts credited in respect of Tender Offer proceeds for uncertificated 7 June 2024
Ordinary Shares
Dividend payment date 14 June 2024
Cheques dispatched in respect of Tender Offer proceeds for certificated By no later than 14 June 2024
Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of By no later than 14 June 2024
certificated Ordinary Shares
Dispatch of balance share certificates in respect of unsold Ordinary Shares in By no later than 14 June 2024
certificated form
Note:
1. All references to times in the timetable above are to London times.
5. Annual General Meeting
The Tender Offer is conditional on approval from Shareholders of certain
matters, which is being sought at the Annual General Meeting. Notice of the
Annual General Meeting to be held at Plumtree Court, 25 Shoe Lane, London,
EC4A 4AU at 1.00 p.m. on 23 May 2024 accompanies the Circular.
Shareholders will be asked to vote on the Tender Offer Resolution at the
Annual General Meeting of the Company. The Tender Offer Resolution to
approve the Tender Offer is a special resolution that requires a majority of
75 per cent. or more of the votes cast in order to be passed.
The Directors have received confirmation that the Petershill Funds that are
Shareholders in the Company and which are managed or advised by Goldman Sachs
Asset Management, L.P. (the "PH Fund Shareholders"), in aggregate having an
interest in 76.8 per cent. of the Company's voting rights, will not
participate in the Tender Offer. The Directors have also received confirmation
that the PH Shareholders are supportive of the Tender Offer and intend to vote
in favour of the Tender Offer Resolution at the Annual General Meeting in
respect of their holdings of Ordinary Shares.
The Tender Offer Resolution seeks authority to make market purchases of Ordinary Shares in connection with the Tender Offer. In order to comply with the applicable requirements of the Companies Act 2006, it specifies the maximum number of Ordinary Shares which may be acquired, and the minimum price and maximum price at which Ordinary Shares may be acquired, pursuant to this authority (although both the minimum and the maximum price in the resolution are set at the Tender Price). The authority sought will expire on 31 July 2024.
6. Financial advice
The Board has received financial advice from BofA Securities, Goldman Sachs
and J.P. Morgan Cazenove in relation to the Tender Offer. In providing their
financial advice, BofA Securities, Goldman Sachs and J.P. Morgan Cazenove have
relied upon the Board's commercial assessments.
7. Recommendation
As set out in the Notice of Annual General Meeting that accompanies the
Circular, the Directors consider that all the resolutions to be put to the
meeting (including the Tender Offer Resolution) are in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of each of these
resolutions to be proposed at the Annual General Meeting (including the Tender
Offer Resolution), as they intend to do in respect of their own beneficial
holdings.
However, the Board makes no recommendation to Shareholders in relation to
participation in the Tender Offer itself. Whether or not Shareholders decide
to tender all or any of their Ordinary Shares will depend on, among other
things, their view of the Company's prospects and their own individual
circumstances, including their tax position. Shareholders need to take their
own decision and are recommended to consult their duly authorised independent
advisers.
8. Directors' intentions
Each Director has confirmed that he or she does not intend to tender Shares
owned or controlled by that Director in the Tender Offer.
Definitions
The following definitions apply throughout this document unless context
requires otherwise:
"Annual General Meeting" means the 2024 annual general meeting of the Company to be held at 1.00 p.m.
on 23 May 2024;
"BofA Securities" means Merrill Lynch International;
"Board" or "Directors" means the board of directors of Petershill Partners plc;
"Certificated" or "in certificated form" means recorded on the Register as being held in certificated form (that is,
not in CREST);
"Circular" means the circular from the Company in relation to the Tender Offer dated 23
April 2024;
"Company" or "Petershill Partners" means Petershill Partners plc, a public limited company incorporated in
England and Wales with registered number 13289144, whose registered office is
at 5(th) Floor, 20 Fenchurch Street, London EC3M 3BY;
"Computershare" or "Escrow Agent" or "Receiving Agent" or "Registrar" means Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6AH, acting in its capacity as Registrar, Receiving Agent or
Escrow Agent, as the context may require;
"CREST" means the paperless settlement procedure operated by Euroclear enabling system
securities to be evidenced otherwise than by certificates and transferred
otherwise than by written instrument;
"CREST Manual" means the rules governing the operation of CREST as published by Euroclear and
as amended from time to time;
"Directors" means the directors of the Company from time to time;
"Disclosure Guidance and Transparency Rules" means the disclosure guidance and transparency rules made under Part VI of
FSMA (and contained in the FCA's publication of the same name), as amended
from time to time;
"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST;
"FCA" or "Financial Conduct Authority" means the Financial Conduct Authority of the United Kingdom;
"Financial Advisers" means BofA Securities, J.P. Morgan Cazenove and Goldman Sachs;
"FSMA" means the Financial Services and Markets Act 2000, as amended from time to
time;
"Goldman Sachs" means Goldman Sachs International;
"Goldman Sachs Group" means the corporate group of which Goldman Sachs Group, Inc. is the holding
company;
"Guaranteed Entitlement" has the meaning given to that term in the paragraph entitled "Guaranteed
Entitlement" in section 3 (the "Tender Offer") of this announcement;
"Latest Practicable Date" means 22 April 2024, being the latest practicable date prior to the
publication of the Circular;
"Listing Rules" means the listing rules made under Part VI of FSMA (and contained in the FCA's
publication of the same name), as amended from time to time;
"London Stock Exchange" means London Stock Exchange plc;
"Maximum Aggregate Tender Offer Amount" means the amount calculated by multiplying 37,870,955 (being the maximum
number of Ordinary Shares that can be acquired under the Tender Offer) by the
Tender Price;
"Notice of Annual General Meeting" means the notice of the Annual General Meeting which is accompanying the
Circular;
"Option Agreement" has the meaning given to that term in the paragraph entitled "Overview of the
Tender Offer" in section 3 (the "Tender Offer") of this announcement;
"Ordinary Shares" means the Ordinary Shares in the capital of the Company with a nominal value
of US$0.01;
"Overseas Shareholder" means a Shareholder who is resident in, or a citizen of, a jurisdiction
outside the United Kingdom;
"Petershill Funds" means certain private funds which are managed or advised by Goldman Sachs
Asset Management, L.P.;
"PH Fund Shareholders" means the Petershill Funds that are Shareholders in the Company;
"Prudential Regulation Authority" means the Prudential Regulation Authority of the United Kingdom;
"Qualifying Shareholders" means Shareholders other than those with a registered address in any of the
Restricted Jurisdictions;
"Record Date" means 6.00 p.m. on 31 May 2024;
"Register" means the register of members of Petershill Partners;
"Regulatory Information Service" means one of the regulatory information services authorised by the FCA to
receive, process and disseminate regulatory information from listed companies;
"Restricted Jurisdiction" means Australia, Canada, New Zealand and any country, region or territory
which is the subject of any comprehensive Sanctions (including, in each case
and without limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea
Region of Ukraine, the so-called Donetsk People's Republic and the so-called
Luhansk People's Republic;
"Sanctions" means any sanctions administered or enforced by the US Government, (including,
without limitation, the Office of Foreign Assets Control of the U.S.
Department of Treasury of the U.S. Department of State, and including, without
limitation, the designation of a person as a "specially designated national"
or "blocked person"), the United Nations Security Council, the European Union,
His Majesty's Treasury, or other relevant governmental or regulatory
authority, institution or agency which administers economic, financial or
trade sanctions;
"Shareholders" means holders of Ordinary Shares from time to time;
"Tender Form" means the tender form issued with the Circular to Qualifying Shareholders who
hold their Ordinary Shares in certificated form;
"Tender Offer" means the invitation by BofA Securities to Shareholders to tender Ordinary
Shares for purchase by BofA Securities on the terms and subject to the
conditions set out in the Circular and also, in the case of certificated
Ordinary Shares only, the Tender Form (and, where the context so requires, the
associated repurchase of Ordinary Shares by the Company from BofA Securities);
"Tender Offer Resolution" means resolution 15 to be proposed at the Annual General Meeting, as set out
in the Notice of Annual General Meeting;
"Tender Price" means £2.14, being the per share price at which BofA Securities will purchase
Ordinary Shares pursuant to the Tender Offer;
"TTE Instruction" means a transfer to escrow instruction (as defined by the CREST Manual);
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;
"UK Market Abuse Regulation" means assimilated Regulation (EU) 596/2014 as it forms part of the law of the
UK by virtue of the European Union (Withdrawal) Act 2018, as amended from time
to time;
"uncertificated" or "in uncertificated form" means recorded on the Register as being held in uncertificated form in CREST
and title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;
"Unconditional Date" means the date on and time at which the Tender Offer becomes unconditional,
which is expected to be on 5 June 2024;
"US Exchange Act" means the US Securities Exchange Act of 1934, as amended from time to time;
and
"US" or "United States" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ordinary Shares
or other securities.
The full terms and conditions of the Tender Offer will be set out in the
Circular, which shareholders are advised to read in full. Any response to
the Tender Offer should be made only on the basis of the information in the
Circular.
Goldman Sachs International ("Goldman Sachs") is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority. Goldman Sachs is acting exclusively for Petershill Partners and
for no-one else in connection with the Tender Offer or any other matters
referred to in this document. Goldman Sachs will not regard any other person
(whether or not a recipient of the Circular) as a client in relation to the
Tender Offer or any other matters referred to in the Circular and will not be
responsible to any person other than Petershill Partners for providing the
protections afforded to clients of Goldman Sachs or for providing advice in
relation to any transaction, matter or arrangement referred to in the
Circular. Goldman Sachs is acting solely as financial adviser to the Company
and will not be undertaking any purchases of Ordinary Shares on behalf of the
Company under the Tender Offer.
Goldman Sachs Group, Inc. is the holding company of a corporate group (the
"Goldman Sachs Group") that includes Goldman Sachs Asset Management Fund
Services Limited, which acts as Petershill Partners' operator and investment
manager, and Goldman Sachs, which is acting as a financial adviser to
Petershill Partners in relation to the Tender Offer. The Goldman Sachs Group
and its affiliates are engaged in various activities and businesses, including
but not limited to, securities, commodities and derivatives trading, foreign
exchange and other brokerage activities, research publication and principal
investments, as well as provision of investment, corporate and private
banking, asset and investment management, financing and financial advisory
services and other commercial services and products to a wide range of
corporations, funds, governments and individuals from whom conflicting
interests or duties, or a perception thereof, may arise. Accordingly,
members of the Goldman Sachs Group may conduct businesses or activities
(whether acting in their own interests or in the interests of other clients)
which may affect Petershill Partners and its corporate group.
J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority. J.P. Morgan Cazenove is acting exclusively for Petershill
Partners and for no one else in connection with the Tender Offer or any other
matters referred to in this document. J.P. Morgan Cazenove will not regard
any other person (whether or not a recipient of the Circular) as a client in
relation to the Tender Offer or any other matters referred to in the Circular
and will not be responsible to any person other than Petershill Partners for
providing the protections afforded to clients of J.P. Morgan Cazenove or for
providing advice in relation to any transaction, matter or arrangement
referred to in the Circular. J.P. Morgan Cazenove is acting solely as
financial adviser to the Company and will not be undertaking any purchases of
Ordinary Shares on behalf of the Company under the Tender Offer.
BofA Securities is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. BofA Securities
is acting exclusively for Petershill Partners and for no-one else in
connection with the Tender Offer or any other matters referred to in this
document. BofA Securities will not regard any other person (whether or not a
recipient of the Circular) as a client in relation to the Tender Offer or any
other matters referred to in the Circular and will not be responsible to any
person other than Petershill Partners for providing the protections afforded
to clients of BofA Securities or for providing advice in relation to any
transaction, matter or arrangement referred to in the Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed
on BofA Securities, Goldman Sachs and J.P. Morgan Cazenove (the "Financial
Advisers") under FSMA or the regulatory regime established thereunder, or
under the regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal, void or
unenforceable (i) none of the Financial Advisers or any persons associated or
affiliated with any of them accepts any responsibility whatsoever or makes any
warranty or representation, express or implied, in relation to the contents of
the Circular, including its accuracy, completeness or verification or for any
other statement made or purported to be made by, or on behalf of it,
Petershill Partners or the Directors, in connection with Petershill Partners
and/or the Tender Offer, and (ii) each of the Financial Advisers and each of
their respective affiliates accordingly disclaims, to the fullest extent
permitted by law, all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) which they might otherwise
be found to have in respect of the Circular or any such statement. No
representation or warranty, express or implied, is made by any of the
Financial Advisers or any of their respective affiliates as to the accuracy,
completeness, verification or sufficiency of the information set out in the
Circular, and nothing in this document will be relied upon as a promise or
representation in this respect, whether or not as to the past or future.
Each of the Financial Advisers and their respective affiliates may have
engaged in transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in the
ordinary course of their business with Petershill Partners and its affiliates
for which they would have received customary fees and commissions. Each of
the Financial Advisers and their respective affiliates may provide such
services to Petershill Partners and its affiliates in the future. In the
ordinary course of their various business activities, the Financial Advisers
and their respective affiliates may hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities)
and financial instruments (which may include bank loans and/or credit default
swaps) in Petershill Partners and its respective affiliates for their own
account and for the accounts of their customers and may at any time hold long
and short positions in such securities and instruments.
Investors who participate in the Tender Offer will be deemed to have
acknowledged that (i) they have not relied on any of the Financial Advisers or
any person affiliated with any of the Financial Advisers in connection with
any investigation of the accuracy of any information contained in the Circular
or their investment decision, (ii) they have relied only on the information
contained in the Circular, and (iii) no person has been authorised to give any
information or to make any representation concerning Petershill Partners or
the Tender Offer (other than as contained in the Circular) and, if given or
made, any such other information or representation should not be relied upon
as having been authorised by Petershill Partners or any of the Financial
Advisers.
None of Petershill Partners or any of the Financial Advisers or any of their
respective representatives is making any representation to any participant in
the Tender Offer regarding the legality of participation in the Tender Offer
by such offeree or participant under the laws applicable to such offeree or
participant.
Cautionary statement regarding forward-looking statements
This announcement includes forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties, many of which
are beyond our control and all of which are based on the Directors' current
beliefs and expectations about future events. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such as
"believe", "expect", "may", "will", "would", "could", "should", "shall",
"risk", "intend", "estimate", "aim", "plan", "predict", "continue", "assume",
"positioned", "anticipate", "hope" or "target" or the negative thereof, other
variations thereon or comparable terminology. These forward‑looking
statements include all matters that are not historical facts. They appear in
a number of places throughout this announcement and include statements
regarding our intentions, beliefs or current expectations concerning, among
other things, the future results of operations, financial condition,
liquidity, prospects, growth, strategies, our dividend policy, and the
industry in which we operate.
These forward-looking statements and other statements contained in this
announcement regarding matters that are not historical facts involve
predictions and by their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances. No
assurance can be given that such future results will be achieved; actual
events or results may differ materially as a result of risks and uncertainties
we face. Such risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed, or implied in such
forward-looking statements.
Such forward-looking statements contained in this announcement speak only as
of the date of this announcement, and such forward-looking statements based on
past trends or activities should not be taken as a representation that such
trends or activities will continue in the future. The Company, the Directors
and the Financial Advisers and their respective affiliates expressly disclaim
any obligation or undertaking to update these forward-looking statements
contained in the document to reflect any change in their expectations or any
change in events, conditions, or circumstances on which such statements are
based unless required to do so by applicable law, the Prospectus Regulation
Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules of
the FCA or the UK Market Abuse Regulation.
No statement in this announcement or incorporated by reference into this
announcement is intended to constitute a profit forecast or profit estimate
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share will necessarily be greater or less than those for the
preceding financial periods of the Company.
Overseas Shareholders
The making of the Tender Offer in, or to persons who are citizens or nationals
of, or resident in, jurisdictions outside the United Kingdom or to custodians,
nominees or trustees for citizens, nationals or residents of jurisdictions
outside the United Kingdom may be prohibited or affected by the laws of the
relevant overseas jurisdiction. Shareholders who are Overseas Shareholders
should inform themselves about and observe any applicable legal
requirements. It is the responsibility of any such Shareholder wishing to
tender Ordinary Shares to satisfy itself, himself or herself as to the full
observance of the laws of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other
consents which may be required, the compliance with other necessary
formalities and the payment of any transfer or other taxes or other requisite
payments due in such jurisdiction. Any such Shareholder will be responsible
for payment of any such transfer or other taxes or other requisite payments
due by whomsoever payable and BofA Securities and Petershill Partners and any
person acting on their behalf shall be fully indemnified and held harmless by
such Shareholder for any such transfer or other taxes or other requisite
payments such person may be required to pay. No steps have been taken to
qualify the Tender Offer or to authorise the extending of the Tender Offer or
the distribution of the Circular or any Tender Form in any territory outside
the United Kingdom.
In particular, the Tender Offer is not being made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone and
e-mail) of interstate or foreign commerce of, or any facilities of a national
securities exchange of, any Restricted Jurisdiction and the Tender Offer
cannot be accepted by any such use, means, instrumentality or facility or from
within any Restricted Jurisdiction. Accordingly, copies of the Circular, the
Tender Forms and any related documents must not be mailed or otherwise
distributed or sent in, into or from any Restricted Jurisdiction, including to
Shareholders with registered addresses in any Restricted Jurisdiction other
than the mailing by the Company of the Circular for the purposes of giving
notice of the Annual General Meeting. Persons receiving such documents
(including, without limitation, custodians, nominees and trustees) should not
distribute, send or mail them in, into or from any Restricted Jurisdiction or
use such mails or any such means, instrumentality or facility in connection
with the Tender Offer, and so doing will render invalid any related purported
acceptance of the Tender Offer. Persons wishing to tender pursuant to the
Tender Offer must not use such mails or any such means, instrumentality or
facility for any purpose directly or indirectly relating to any tender
pursuant to the Tender Offer. Envelopes containing Tender Forms should not
be postmarked in any Restricted Jurisdiction or otherwise dispatched from any
Restricted Jurisdiction and all Shareholders who wish to participate in the
Tender Offer must provide addresses outside any Restricted Jurisdiction for
the remittance of cash or for the return of Tender Forms, share certificates
and/or other documents of title.
If, in connection with making the Tender Offer, notwithstanding the
restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards the Circular, any personalised Tender Form
or any related documents in, into or from any Restricted Jurisdiction or uses
the mails of, or any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction in connection with such forwarding, such persons
should (a) inform the recipient of such fact; (b) explain to the recipient
that such action may invalidate any purported acceptance by the recipient; and
(c) draw the attention of the recipient to this paragraph.
The provisions of this paragraph and any other terms of the Tender Offer
relating to Overseas Shareholders may be waived, varied or modified as regards
specific Shareholders or on a general basis by BofA Securities in its absolute
discretion, but only if BofA Securities is satisfied that such waiver,
variation or modification will not constitute or give rise to a breach of
applicable securities or other laws. Subject to this, the provisions of this
paragraph supersede any terms of the Tender Offer inconsistent herewith.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which is registered
in the UK and is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those of the US in
certain material respects. The Circular has been prepared in accordance with
UK style and practice for the purpose of complying with English law and the
Listing Rules, and US Shareholders should read the entire Circular, including
Part IV (Details of the Tender Offer) and Part V (Taxation) of the Circular.
The financial information relating to the Company, which is available for
review on the Company's website, has not been prepared in accordance with
generally accepted accounting principles in the US and thus may not be
comparable to financial information relating to US companies.
The Tender Offer will be made in the US pursuant to an exemption from certain
US tender offer rules and otherwise in accordance with the requirements of UK
legislation. Accordingly, the Tender Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
that may be different from those applicable under US domestic tender offer
procedures and law. US Shareholders should note that the Ordinary Shares are
not listed on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not required to,
and does not, file any reports with the US Securities and Exchange Commission
thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the US and most of its officers and
Directors may reside outside the US. It may not be possible to sue a non-US
company or its officers or Directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US company or
its affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person subject to US federal income tax is expected to be a taxable
transaction for US federal income tax purposes. Paragraph 2 of Part V
(Taxation) of the Circular sets out a guide to certain US tax consequences of
the Tender Offer for Shareholders under current US law. Each such
Shareholder should, however, consult and seek individual advice from an
appropriate professional adviser.
In accordance with normal UK market practice and Rule 14e-5(b) of the US
Exchange Act, the Company, its nominees, its brokers (acting as agents), the
Financial Advisers or any of their respective affiliates may from time to time
make certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States, other than pursuant to the Tender Offer, before or
during the period in which the Tender Offer remains open for acceptance,
including sales and purchases of Ordinary Shares effected by the Financial
Advisers acting as market makers in the Ordinary Shares. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website, http://www.londonstockexchange.com
(http://www.londonstockexchange.com/) .
While the Tender Offer is being made available to Shareholders in the US, the
right to tender Ordinary Shares is not being made available in any
jurisdiction in the US in which the making of the Tender Offer or the right to
tender such Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved, disapproved or otherwise recommended
by the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy of this announcement. Any representation to the contrary is a
criminal offence in the US.
* Being the US dollar equivalent of the amount calculated by multiplying
37,870,955 (being the maximum number of ordinary shares that can be acquired
under the tender offer) by the Tender Price as determined on the basis of the
Bloomberg fix rate for GBP:US$ at 5.00 p.m. on 22 April 2024.
* Being the US dollar equivalent of the amount calculated by multiplying
37,870,955 (being the maximum number of ordinary shares that can be acquired
under the tender offer) by the Tender Price as determined on the basis of the
Bloomberg fix rate for GBP:US$ at 5.00 p.m. on 22 April 2024.
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