REG - Petershill Prtnrs - Scheme of Arrangement becomes effective

Petershill PartnersAnnouncement

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RNS Number : 2681K  Petershill Partners PLC  04 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

4 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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").

On 2 December 2025, the Company announced that the Court had sanctioned the
Scheme and confirmed the Reduction of Capital.

The Company is pleased to announce that the Scheme has now become effective
and that the Reduction of Capital which forms part of the Proposal has taken
effect.

Under the terms of the Proposal, holders of Scheme Shares are entitled to
receive US$4.15 in cash per Scheme Share held at the Scheme Record Time (6.00
p.m. (London time) on 3 December 2025). The latest date for the despatch of
cheques to Scheme Shareholders and settlement through CREST is 18 December
2025.

Dealings in the Ordinary Shares were suspended with effect from 7.30 a.m.
(London time) today. An application has been made to the London Stock Exchange
for the cancellation of the trading of the Ordinary Shares on its main market
for listed securities and the FCA have been requested to cancel the listing of
the Ordinary Shares on the closed-ended investment funds category of the
Official List, which in each case are expected to take place at 8.00 a.m.
(London time) on 5 December 2025.

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 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.

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 on Takeovers and Mergers
(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
(in this case that is deemed to be the 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 (in this case that is deemed to be the Private Funds) 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.

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.

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