REG - Petershill Prtnrs - Proposed Return of Capital and Delisting
Thu 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250925:nRSY7303Aa&default-theme=true
RNS Number : 7303A Petershill Partners PLC 25 September 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
25 September 2025
PETERSHILL PARTNERS PLC
("Petershill Partners" or the "Company")
Proposed 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
Introduction
The board of directors of Petershill Partners (the "Board") announces that,
having evaluated the Company's strategic options, it proposes 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"), pursuant
to which the Ordinary Shares held by Free Float Shareholders (being
Shareholders other than the Private Funds) will be cancelled and Free Float
Shareholders will receive US$4.15 (comprising the nominal amount of US$0.01
and a premium of US$4.14 per Ordinary Share cancelled) in cash for each
Ordinary Share held by them (in addition to their entitlement to the US$0.052
interim dividend announced by the Company); 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").
The decision to implement the Proposal follows a number of strategic
initiatives undertaken by the Board aimed at optimising capital efficiency,
enhancing shareholder returns and improving market perception of the Company.
However, despite the Company's strong operating and financial performance and
these strategic initiatives, the Company's share price and valuation has, in
the view of the Board, not appropriately reflected the quality and underlying
value of the Company's assets, its strong financial performance and attractive
growth prospects. Therefore, having evaluated the Company's strategic options,
the Board has concluded that the Company should proceed with a Delisting and
that Free Float Shareholders should be provided with the means to realise
their investment for cash at a valuation that appropriately reflects the
Company's attributes. Further information as to the background to, and reasons
for, the Proposal is set out below.
In order to implement the Proposal, the Scheme must be approved by the Free
Float Shareholders at the Court Meeting and certain Special Resolutions must
be passed at the General Meeting. A Scheme Circular, containing full details
of the Proposal and an expected timetable of principal events, is expected to
be published by the Company and sent to the Shareholders on 7 October 2025.
The Court Meeting and General Meeting are expected to be held on 3 November
2025.
Under the terms of the Proposal, which will be subject to the Conditions, and
further terms set out below and to be set out in the Scheme Circular, Free
Float Shareholders at the Scheme Record Time will be entitled to receive:
for each Ordinary Share cancelled
US$4.15 in cash (the "Cash Amount")
The Cash Amount is equivalent to £3.09 per Ordinary Share based on the Latest
Exchange Rate.
The aggregate value of the Cash Amount is US$921 million, based on the number
of Ordinary Shares held by Free Float Shareholders as at the Latest
Practicable Date.
The Cash Amount payable pursuant to the Capital Return will be paid in US
Dollars. The Company, through its registrar, will make a facility available
under which Free Float Shareholders will be able to elect (subject to the
terms and conditions of the facility) to receive the Cash Amount in Sterling
(the "Currency Conversion Facility") at the Average Market Exchange Rate.
Further details of Currency Conversion Facility and the steps to be taken by
Free Float Shareholders wishing to receive the Cash Amount in Sterling will be
set out in the Scheme Circular.
For any Free Float Shareholder electing to be paid their Cash Amount in
Sterling, the amount received per Ordinary Share may, depending on the Average
Market Exchange Rate, result in a payment below or above the value of the Cash
Amount in Sterling based on the Latest Exchange Rate.
In addition, Shareholders will be entitled to the interim dividend of US$0.052
per Ordinary Share announced on 25 September 2025 and payable to Shareholders
on the register of members at the close of business on 3 October 2025 (the
"Interim Dividend"). As noted in the Interim Results, Shareholders have the
ability to elect to have the Interim Dividend paid in Sterling or Euros. The
last day for such currency elections is 17 October 2025. Currency elections in
respect of the Interim Dividend should be submitted via CREST in the usual
manner.
Accordingly, the Cash Amount and the Interim Dividend will entitle Free Float
Shareholders to US$4.202 in cash for each Ordinary Share cancelled (the "Total
Payment"), implying an aggregate value of US$932 million, based on the number
of Ordinary Shares held by Free Float Shareholders as at the Latest
Practicable Date. The Total Payment is equivalent to £3.13 per Ordinary Share
based on the Latest Exchange Rate.
The Total Payment values the entire issued Ordinary Share capital of the
Company at approximately US$4.5 billion (the "Equity Value") or £3.4 billion
based on the Latest Exchange Rate and represents:
· a premium of 35 per cent. to the Closing Price per Ordinary Share
of £2.31 on the Latest Practicable Date;
· a premium of 41 per cent. to the volume weighted average price
per Ordinary Share for the six-month period ended on the Latest Practicable
Date;
· an 18.5x multiple based on the Company's adjusted earnings per
share for the last twelve-month period ended 30 June 2025, representing a 21
per cent. premium to the average adjusted earnings multiple over the past 12
months;
· a discount of approximately 10.6 per cent. to the Company's
reported Book Value per share of US$4.70 as of 30 June 2025, compared to the
average discount of 37 per cent. to reported Book Value since 1 January 2024;
and
· a total return to Shareholders who participated in the IPO of 16
per cent., based on US$5.47 as the sum of the Total Payment and distributions
made to Shareholders since the listing 1 (#_ftn1) (which does not include
capital returns to Shareholders through buybacks or the Tender Offer),
compared to an average total return of 4.2 per cent. for the FTSE250 over the
same period,
in each case, where applicable, based on the Sterling equivalent of the Total
Payment calculated by reference to the Latest Exchange Rate.
Approximately 79.49 per cent. of Ordinary Shares are held by closed-end
private funds, being Petershill II L.P., Petershill II Offshore L.P.,
Petershill Private Equity L.P., Petershill Private Equity Offshore L.P.,
Vintage VII L.P. and related entities and certain co-investment vehicles (the
"Private Funds"), managed by the GSAM Investment Managers. The Private Fund
Shareholders have given their consent to the Proposal and have undertaken to
vote in favour of the Reduction of Capital Resolution (as defined below) and
the Delisting Resolution (as defined below). However, the Private Funds will
not participate in the Capital Return. As a result, approval of the Scheme
Resolution (as defined below) requires at least 75 per cent. of the votes cast
by Free Float Shareholders (being Shareholders other than the Private Funds)
present and voting in person or by proxy.
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. The
Panel is applying the Takeover Code as if the Company were the 'offeree' and
the Private Funds were an 'offeror', notwithstanding that no offer is being
made for the Company and no Ordinary Shares are being acquired whether by the
Private Funds or otherwise. Accordingly, this announcement contains certain
additional information and disclosures as required by the Takeover Code and
the Panel.
The GSAM Investment Managers, acting on behalf of the Private Funds, consent
to the publication of this announcement.
The Scheme Circular, containing full details of the Proposal and an expected
timetable of principal events, will also contain a valuation report on the
Company's reported Book Value in accordance with Rule 29 of the Takeover Code.
Background to and reasons for the Proposal
The Company was listed on the London Stock Exchange in September 2021 to
provide Shareholders with a diversified exposure to the growth and
profitability of the alternative asset management industry. Through the
Company's non-controlling ownership in 24 specialist middle-market managers,
Shareholders benefit from:
· a large and highly diversified exposure to a wide range of asset
classes in the alternatives industry;
· an attractive financial profile, with strong organic AuM
momentum, a management fee centric revenue base, and attractive operating
leverage; and
· accretive mergers and acquisitions.
Since the IPO, and despite significant macroeconomic, market, geopolitical and
industry-specific headwinds, including a more challenging environment for
investing activity and fund-raising for alternative asset management firms,
the Company has delivered strong operating and financial performance:
· Partner-firm AuM has grown from US$187 billion as of 30 June 2021
to US$351 billion as of 30 June 2025, at an annualised growth rate of 17 per
cent.
· Partner FRE has grown from US$151 million 2 (#_ftn2) (last
twelve months ended 30 June 2021) to US$198 million(( 3 (#_ftn3) )) (last
twelve months ended 30 June 2025), at an annualised growth rate of 7 per cent.
pro-forma for material disposals.
· As of 30 June 2025, only 5 per cent. of the Company's aggregate
Partner-firm AuM came from absolute return strategies, compared to 19 per
cent. at the IPO, reflecting the deliberate shift in focus towards private
market strategies.
· 2024 was another strong year of asset raising, with US$32 billion
raised across Partner-firms - the third year of meeting or exceeding guidance,
achieved against a backdrop of lower industry fund raising. With a further
US$19 billion raised in the first half of 2025, the Company's Partner-firms
have raised in excess of US$138 billion of new fee-eligible AuM in aggregate
since the IPO.
In addition, the Board, in its role as the steward of shareholder capital, has
undertaken a number of strategic initiatives focused on optimising capital
efficiency, enhancing shareholder returns and improving market perception of
the Company. These initiatives have included the disposal of several
Partner-firm stakes at attractive valuations, successfully executing accretive
acquisitions, and increasing capital returns to shareholders through buybacks,
a tender offer and special dividends:
· Since the start of 2024, the Company has made five stake
disposals in Partner-firms for an aggregate nominal value of approximately
US$1.9 billion, a premium of approximately 34 per cent. to the carrying value
of those assets (noting that the carrying value does not reflect corporate
level taxes and operator charges which are only incurred at the Company
level), demonstrating the Company's value creation model and illustrating the
value that informed buyers have been prepared to pay for the Company's assets.
· The Company has successfully executed on a number of accretive
acquisitions, committing approximately US$1.3 billion across 14 transactions
in existing and new Partner-firms and increasing its exposure to private
markets strategies and recurring fees.
· During the first quarter of 2024, a US$103 million tender offer
to Shareholders (the "Tender Offer") was undertaken at a 15 per cent. premium
to the Closing Price on the day before the Tender Offer was launched. The
Company's share price at the end of 2024 was 10 per cent. higher than the
tender offer price, demonstrating the effective use of the Company's capital
and an attractive return on investment.
· Since the Tender Offer, the Board has undertaken additional
capital management actions, including approving a return of a further US$438
million to Shareholders through special dividends.
However, despite the strong operating and financial performance and these
strategic initiatives, the Company's share price and valuation has, in the
view of the Board, not appropriately reflected the quality and underlying
value of the Company's assets, its strong financial performance and attractive
growth prospects. For example:
· Between the IPO and 31 December 2023, the Company:
o delivered an annualised share price return of -31 per cent.,
underperforming the FTSE 250 index (-8.0 per cent. over the same period) as
well as listed US and European alternative asset management firms(( 4
(#_ftn4) )) (+2.6 per cent. over the same period);
o traded at an average discount of 44 per cent. to listed US and European
alternative asset management firms(3) based on last twelve months
price-to-earnings multiples; and
o traded at an average discount of 41 per cent. to reported Book Value.
· In recent quarters, while the Company's share price performance
has improved, its valuation discount has continued to persist. Since 1 January
2024, the Company has traded at:
o an average discount of 43 per cent. to listed US and European alternative
asset management firms(3) based on last twelve months price-to-earnings
multiples; and
o an average discount of 37 per cent. to reported Book Value.
The Board believes that this enduring valuation discount reflects a
combination of factors:
· The wider investment companies sector, and in particular those
investment companies investing in illiquid assets, have traded at increasingly
wider discounts to book value. On average, the listed private markets
investment companies sector(( 5 (#_ftn5) )) has traded at a discount of 29
per cent. to book value since 1 January 2024.
· Since 2022, significant macroeconomic, market, geopolitical and
industry-specific headwinds have dampened public market investor interest in
the alternative asset management sector, particularly for smaller and more
specialised firms. As a result, despite strong operating and financial
performance, the Company's investment case has resonated less strongly with
investors than at the time of the IPO.
· Furthermore, the Company's valuation has been impacted by its
small free float and relatively lower levels of trading liquidity. Average
daily traded volumes in the Company's shares over the last 12 months were only
US$2 million compared to an average of US$6.5 million across other FTSE 250
companies.
At the time of the IPO, it was expected that the Private Funds would reduce
their shareholding over time by selling Ordinary Shares in the market, thereby
providing them (and their limited partners) with a partial realisation of
their investments in the portfolio of assets that was acquired by the Company
at the time of the IPO. Due to the persistent valuation discount and low
liquidity in the Ordinary Shares, the Private Funds have not sold any shares
and, as a result of the capital management actions described above, their
interest has increased to approximately 79.49 per cent. of the Company's
issued share capital (from 74.7 per cent. at the time of the IPO).
The Board understands from its discussions with the GSAM Investment Managers,
on behalf of the Private Funds, that they have no intention to sell shares at
the current share price or valuation and that this is unlikely to change in
the medium-term. Absent (a) an improvement in sentiment towards the investment
companies sector, (b) an increase in the Company's free float and liquidity,
and (c) improved investor interest and demand for the Company's shares (in
part enabled by a larger free float and liquidity, among other factors), the
Board believes that the current and historic share price underperformance and
valuation discount is likely to persist, notwithstanding the attractive growth
prospects for the Company.
In evaluating the strategic options available, the Board has factored into its
assessment the illiquidity of the Company's minority stakes in Partner-firms
as well as the limited universe of potential buyers for its largest
Partner-firm stakes. These factors mean that a wind-down, while not uncommon
in the listed investment companies sector, is neither practically achievable
nor likely to deliver an optimal value outcome for Shareholders. Whilst the
Company may be obliged to realise its interest in a Partner-firm in
circumstances where the holders of the majority stake in that Partner-firm
decide to sell their stake, the Company has no, or limited, influence or
control over such realisations and it cannot, therefore, rely on such
realisations, which are uncommon, as a means of disposing of its minority
stakes in Partner-firms as part of a wind-down strategy.
Further, given the Private Funds' holding of approximately 79.49 per cent. of
the Company's issued share capital, the Board recognises that the emergence of
a viable alternative to the Capital Return may be unlikely.
Therefore, the Board has concluded that the Company should proceed with the
Delisting and that Free Float Shareholders should be provided with the means
to realise their investment for cash at a valuation that appropriately
reflects the Company's attributes. In its assessment of value, the Board has
taken into consideration (a) the outlook for the future performance and
earnings of Partner-firms and potential further sales of Partner-firm stakes
(which are not in the full control of the Company), (b) the underlying value
of its Partner-firm stakes, (c) the valuations achieved or paid on recent
transactions involving the Company, (d) the Company's reported Book Value and
earnings outlook, as well as (e) the operating and tax costs which would be
incurred at the Company level.
The Company is in a position to facilitate the Capital Return by using
existing cash resources and liquid money market funds, and new proposed
financing arrangements. Specifically, the Company has:
· US$299 million in cash, cash equivalents and liquid money market
funds as at 19 September 2025 (US$123 million as at 30 June 2025), resulting
in part from the stake sale in Harvest Partners (with part of the total
consideration in this transaction paid in cash at closing); and
· a new term debt facility arranged and underwritten by Bank of
America Europe Designated Activity Company ("Bank of America DAC") and J.P.
Morgan Cazenove and documented by way of a US$850 million bridge facility
agreement entered into on 24 September 2025, between, among others, the
Company, Bank of America N.A., London Branch and JPMorgan Chase Bank N.A.,
London Branch, as original lenders (the "Bridge Facility Agreement").
Following this announcement, the Company intends to replace part of the Bridge
Facility Agreement, a portion of which is due to mature within 12 months, with
longer term funding in the form of senior unsecured debt via private placement
(the "New USPP Notes"). The remainder will be repaid using (a) net cash
proceeds expected to be received in July 2026 on the first anniversary of the
Harvest Partners sale closing (which are not contingent on any performance
conditions), and (b) the Company's ongoing cash generation. The Company also
intends to use the New USPP Notes (though it may use a portion of the Bridge
Facility Agreement) to prepay and cancel its existing term debt facility dated
14 May 2025, entered into by, among others, Petershill Partners, Inc.,
Petershill Partners Ltd and Petershill Partners II Ltd (as borrowers), the
Company, PHP DE 1 LP, PHP C1 LP and PHP C2 LP (as guarantors), and Bank of
America DAC (as agent) (the "2025 Term Loan") and will otherwise cancel the
available commitments of the 2025 Term Loan promptly after signing the Bridge
Facility Agreement. During the interim period between this announcement and
full repayment of the Bridge Facility Agreement, the Company's leverage levels
are expected to temporarily exceed the pre-existing covenant thresholds of the
Existing USPP Notes and the existing revolving credit facility. Consequently,
an amendment to the Existing USPP Notes and the existing revolving credit
facility containing a temporary modification of the covenants has been
obtained from both respective lender groups.
In considering the benefits of the Capital Return, the Board has taken all
relevant factors into account, including among others:
· an attractive price of US$4.202, including the declared interim
dividend of US$0.052, representing a premium of 41 per cent. to the volume
weighted average price per Ordinary Share for the six-month period ended 24
September 2025 (being the last Business Day prior to this announcement) based
on the Sterling equivalent of the Total Payment calculated by reference to the
Latest Exchange Rate;
· the means for Free Float Shareholders to realise in cash a
certain and fair value for their Ordinary Shares, which the Board believes
compensates them for the fundamental value of the Company and delivers the
value of its standalone growth strategy on an accelerated basis;
· the certainty that the Capital Return offers Free Float
Shareholders when weighed against the inherent uncertainty in delivering
future value on a standalone basis, including the potential for the Ordinary
Shares to continue to trade at a material valuation discount given the
challenges of the investment companies sector noted above;
· the last twelve months price-to-earnings multiple, which the
Board considers to be attractive relative to the valuation levels at which the
Ordinary Shares have historically traded; and
· the discount to reported Book Value (noting that the reported
Book Value is based on the aggregate of carrying values assigned to each
Partner-firm, net of Company liabilities, but does not reflect corporate level
taxes and operator charges which are only incurred at the Company level) which
the Board considers to be attractive relative to comparable industry
transactions and the valuation levels at which the Ordinary Shares have
historically traded.
In light of the persistent valuation discount and low liquidity in the
Ordinary Shares, which undermine the benefits of the Company's listing and
limit the Company's access to equity capital markets, the Board has concluded
that the Capital Return and the Delisting are, in the Board's opinion, in the
best interests of the Company, Free Float Shareholders and the Shareholders as
a whole.
The Proposal also enables the Private Funds to remain fully invested as
long-term holders, and over time generate liquidity and maximise the value of
their shareholdings more effectively in a private company setting. The Private
Fund Shareholders have therefore given their consent to the Proposal and have
undertaken to vote in favour of the Reduction of Capital Resolution (defined
below) and the Delisting Resolution (defined below). The Private Fund
Shareholders will not participate in the Capital Return. For the avoidance of
doubt, save as disclosed in the paragraph entitled "Offer-related
arrangements" below, the Capital Return will not result in any fees being
payable to GSAMFSL as the manager of the Group or any of GSAMFSL's affiliates.
LR10.3.1(5)
Accordingly, following careful consideration of all the above factors, the
Board unanimously intends to recommend that (a) Free Float Shareholders vote
in favour of the Scheme at the Court Meeting, and (b) Shareholders (or, where
specified, Free Float Shareholders) vote in favour of the Special Resolutions
to be proposed at the General Meeting.
Consequences of failure to approve the Scheme and/or Special Resolutions
For the reasons set out above, including:
· the illiquidity of the Company's minority stakes in Partner-firms
and the limited universe of potential buyers for those stakes; and
· the Private Funds' holding of approximately 79.49 per cent. of
the Company's issued share capital (which is unlikely to reduce given the
Private Funds' unwillingness to sell Ordinary Shares due to the persistent
valuation discount and low liquidity in the Ordinary Shares), as a result of
which the Board recognises that the emergence of a viable alternative to the
Capital Return may be unlikely,
if any of the resolutions to approve and effect the Scheme (at the Court
Meeting and the General Meeting), to approve the Reduction of Capital (at the
General Meeting), or to approve the Delisting (at the General Meeting) are not
passed, the Board, which retains its confidence in GSAMFSL as the manager of
the Group and in the Company's standalone strategy, would expect to recommend
to Shareholders that the Company continues in its present form. In those
circumstances, the Company's share price may revert to its historical levels.
Impact of the Proposal
The intended purpose of the Proposal is to (a) provide Free Float Shareholders
with the means to realise their investment through the Capital Return at a
valuation that appropriately reflects the quality and underlying value of the
Company's assets and its strong historical financial performance, (b) cancel
the listing of the Ordinary Shares on the closed‑ended investment funds
category of the Official List, and (c) cancel the admission to, and trading
of, the Ordinary Shares on the London Stock Exchange's main market for listed
securities.
As the Private Funds will not participate in the Scheme or the Capital Return,
they will remain fully invested in the Company as long-term holders, and over
time will look to generate liquidity and maximise the value of their
shareholdings, which they expect to be able to do more effectively in a
private company setting.
Upon the Scheme becoming effective, it will be binding on all Free Float
Shareholders, irrespective of whether or not they voted in favour of, or
against, the Scheme at the Court Meeting or in favour of, or against, or
abstained from voting on, the Special Resolutions at the General Meeting.
Whilst the Proposal is not expected to result in any changes to the business
model of the Group or its strategy, it will give rise to the following
principal effects:
· the Private Funds will hold 100 per cent. of the Ordinary Shares
in the Company which remain in issue after implementation of the Capital
Return;
· Free Float Shareholders will cease to hold any Ordinary Shares
and will no longer participate in any future growth, profits, dividends or
distributions made by the Company;
· (a) the listing of the Ordinary Shares on the closed-ended
investment funds category of the Official List will be cancelled, and (b) the
admission to, and trading of, the Ordinary Shares on the London Stock
Exchange's main market for listed securities will be cancelled, meaning that
there will no longer be a recognised market mechanism to enable trading in the
Ordinary Shares;
· following the Delisting, the Company is expected to re-register
as a private limited company;
· the regulatory and financial reporting regimes applicable to
companies whose shares are admitted to the closed-ended investment funds
category of the Official List and to trading on the London Stock Exchange's
main market for listed securities will no longer apply;
· the Company will no longer be subject to the UK Market Abuse
Regulation or the Disclosure Guidance and Transparency Rules and will
therefore no longer be required to, inter alia, disclose significant
shareholdings in the Company;
· with effect from the Delisting, the Takeover Code will cease to
apply to the Company;
· it is expected that the Company's approach to its governance
structure will be brought in line with the policies of the Goldman Sachs
group;
· save as disclosed in the paragraph entitled "Offer related
arrangements" below, the Proposal is not expected to result in any fees being
payable to GSAMFSL as the Company's investment manager or any of GSAMFSL's
affiliates;
· the Proposal will result in a significant increase in the
Company's financial leverage, which may at times exceed the level of
indebtedness permitted under the Company's existing acquisition strategy and
investment policy (such threshold being indebtedness less available cash of up
to a maximum of three times the Company's Adjusted EBITDA as published in the
Company's last financial statements). The Board considers this to be
appropriate given projected future cash inflows. The existing acquisition
strategy and investment policy has been amended to allow for the increased
indebtedness; and
· the Proposal may have personal tax consequences for Shareholders.
Shareholders who are in any doubt about their individual tax position should
consult their own professional independent tax adviser without delay.
The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely individual impact of
the Proposal on them.
The Scheme Circular will contain a general description of certain UK and US
tax consequences of the Proposal.
Recommendation
The Board, which has been so advised by J.P. Morgan Cazenove and BofA
Securities as to the financial terms of the Capital Return, considers the
terms of the Capital Return to be fair and reasonable. In providing their
advice to the Board, J.P. Morgan Cazenove and BofA Securities have taken into
account the commercial assessments of the Board. J.P. Morgan Cazenove is
providing independent financial advice to the Board for the purposes of Rule 3
of the Takeover Code.
The Proposal is, in the Board's opinion, in the best interests of the Company,
Free Float Shareholders and the Shareholders taken as a whole. Accordingly,
the Board unanimously intends to recommend that the Free Float Shareholders
vote in favour of the Scheme at the Court Meeting and that Shareholders (or,
where specified, Free Float Shareholders) vote in favour of the Special
Resolutions to be proposed at the General Meeting, as all of the Directors
that hold Ordinary Shares have irrevocably undertaken to do, or procure is
done, in respect of their own beneficial holdings, as detailed below.
Irrevocable undertakings
The Company has received irrevocable undertakings from Naguib Kheraj CBE and
Mark Merson, being the Directors that hold Ordinary Shares, to vote (or, where
applicable, procure the voting) in favour of the Scheme at the Court Meeting
and the Special Resolutions to be proposed at the General Meeting in respect
of 1,169,285 Ordinary Shares, representing approximately 0.11 per cent. of
the Company's issued share capital on the Latest Practicable Date, comprised
as follows:
Name of Director Number of Ordinary Shares Percentage of Company's issued share capital Percentage of Ordinary Shares held by Free Float Shareholders
Naguib Kheraj CBE 1,055,000 0.10 0.48
Mark Merson 114,285 0.01 0.05
TOTAL 1,169,285 0.11 0.53
The Company has received an irrevocable undertaking from the vehicles through
which the Private Funds hold their Ordinary Shares (the "Private Fund
Shareholders"), to give their consent to the Proposal and to vote in favour of
the Delisting Resolution and the Reduction of Capital Resolution at the
General Meeting in respect of 859,802,817 Ordinary Shares, representing
approximately 79.49 per cent. of the Company's issued share capital on the
Latest Practicable Date, comprised as follows:
Name Percentage of Company's issued share capital Number of Ordinary Shares
PH PE IM Aggregator LP 25.25 273,135,529
PH PE GP Aggregator LP 13.24 143,267,721
PH II IM Aggregator LP 11.86 128,249,969
PH II GP Aggregator LP 10.01 108,330,412
VF VII IM Aggregator LP 7.85 84,910,220
Co-Invest IM Aggregator LP 4.79 51,760,204
VF VII GP Aggregator LP 4.06 43,906,398
Co-Invest GP Aggregator LP 2.43 26,242,364
TOTAL 79.49 859,802,817
The Company has received an irrevocable undertaking from City of London
Investment Management Company Limited to vote in favour of the Scheme at the
Court Meeting and the Special Resolutions to be proposed at the General
Meeting in respect of 9,852,292 Ordinary Shares, representing approximately
0.91 per cent. of the Company's issued share capital and 4.44 per cent. of the
Ordinary Shares held by the Free Float Shareholders on the Latest Practicable
Date. Provided certain requirements are met City of London Investment
Management Company Limited is permitted to dispose of Ordinary Shares which
are the subject of this irrevocable undertaking if (a) they are instructed or
required by client(s) in the ordinary course of business to make such a
disposal pursuant to the terms of document arrangements with such clients; or
(b) such shares are disposed of by their client(s) to fund any redemption
request to which such client(s) is subject.
The Company has received an irrevocable undertaking from Crown Sigma UCITS plc
(on behalf of Crown Listed Private Equity Sub Fund) in to vote in favour of
the Scheme at the Court Meeting and the Special Resolutions to be proposed at
the General Meeting in respect of 9,378,357 Ordinary Shares, representing
approximately 0.87 per cent. of the Company's issued share capital and 4.23
per cent. of the Ordinary Shares held by the Free Float Shareholders on the
Latest Practicable Date. Provided certain requirements are met, Crown Sigma
UCITS plc (on behalf of Crown Listed Private Equity Sub Fund) is permitted to
dispose of up to 4,689,178 of those Ordinary Shares which are the subject of
this irrevocable undertaking.
These irrevocable undertakings remain binding if an offer for the Company is
made but cease to be binding on and from the earlier of (a) the Long-Stop
Date, and (b) the date on which the Scheme is withdrawn or lapses in
accordance with its terms.
In addition, the Company has also received a non-binding letter of intent from
Aberdeen Equity Income Trust plc to vote (or procure votes) in favour of the
Scheme 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.
In total, the Company has therefore received irrevocable undertakings and a
non-binding letter of intent to vote in favour of the Scheme in respect of a
total of 22,851,955 Ordinary Shares held by the Free Float Shareholders
representing, in aggregate, approximately 2.11 per cent. of the Company's
issued share capital and 10.30 per cent. of the Ordinary Shares held by the
Free Float Shareholders as at the Latest Practicable Date.
Private Funds intention statements
GSAM, on behalf of itself and its affiliates who act as investment managers of
the Private Funds, has confirmed to the Company that following the Delisting
it intends for the business of the Company to continue in the ordinary course
and to continue the strategy of building a portfolio of Alternative Asset
Manager Stakes that delivers attractive risk-adjusted returns through the
acquisition of non-controlling interests in specialist middle-market
alternative asset managers. GSAM intends to assess within 12 months of the
Delisting whether the existing structure is the most suitable for the business
following the Delisting and may consider steps to reorganise the manner in
which the business is held (which could include transfers to one or more
successor entities).
GSAM notes that the Company does not have any of the following (a) a research
and development function, (b) employees, (c) a headquarters, (d) pension
schemes, or (e) fixed assets, and has no intention to change this following
the Delisting.
Strategy
Given the Proposal will result in a significant increase in the Company's
financial leverage, it is intended that the Company will prioritise
deleveraging over new investments and capital returns until the end of 2026.
Management
It is intended that the Directors shall remain on the Board on completion of
the Delisting. The Company has not entered into, nor had any discussions (and
does not intend to have any discussions prior to Delisting) regarding, any
form of incentive arrangements with the Directors in relation to the Proposal.
The Proposal is not expected to materially impact the management or employees
of GSAMFSL as the investment manager of the Company. GSAM has not entered
into, and has not discussed, any form of incentivisation arrangements for any
GSAMFSL employee in relation to the Proposal.
Material contracts
Subject to the Scheme becoming effective, and with the consent of the Private
Funds, the Operator Agreement may be modified following completion of the
Proposal to reflect the Delisting and the Company's ongoing plan to operate
privately. In the event the Operator Agreement is terminated, the GSAM
Investment Managers intend to re-appoint GSAMFSL, or appoint an affiliate of
GSAMFSL, as investment manager or investment adviser of the Company. Should
the Operator Agreement be terminated by GSAM, no termination fee will be
payable by the Company.
Trading facilities
It is intended that the Company will apply (a) to the FCA for the listing of
the Ordinary Shares on the closed-ended investment funds category of the
Official List to be cancelled, and (b) to the London Stock Exchange for the
admission to, and trading of, the Ordinary Shares on the London Stock
Exchange's main market for listed securities to be cancelled, in each case
shortly following the Effective Date.
The Company is also expected to be re-registered as a private company shortly
after the Effective Date.
Financing of the Proposal and cash confirmation
It is intended that the Cash Amount payable to Free Float Shareholders by the
Company pursuant to the Capital Return will be financed by a combination of:
· the Company's available cash resources; and
· borrowing under the Bridge Facility Agreement.
Following this announcement, the Company intends to replace a part of the
Bridge Facility Agreement, a portion of which is due to mature within 12
months, using the New USPP Notes. The remainder will be repaid using (a) net
cash proceeds expected to be received in July 2026 on the first anniversary of
the Harvest Partners sale closing (which are not contingent on any performance
conditions), and (b) the Company's ongoing cash generation. The Company also
intends to use the New USPP Notes (though it may use a portion of the Bridge
Facility Agreement) to prepay and cancel the 2025 Term Loan and will otherwise
cancel the available commitments of the 2025 Term Loan promptly after signing
the Bridge Facility Agreement. During the interim period between this
announcement and full repayment of the Bridge Facility Agreement, the
Company's leverage levels are expected to temporarily exceed the covenant
thresholds of the Existing USPP Notes and revolving credit facility.
Consequently, an amendment to the Existing USPP Notes and the existing
revolving credit facility containing a temporary modification of the covenants
has been obtained from both respective lender groups.
Goldman Sachs & Co. LLC ("GS & Co") is acting for the Group as (a)
lead left arranger and placement agent in connection with the proposed private
offering, issue and sale of New USPP Notes (the "Private Placement"), and (b)
facilitation agent in connection with the amendment by the Company of the
terms of the Existing USPP Notes. As further disclosed in the paragraph
entitled "Offer-related arrangements", GS & Co is expected to be paid a
fee in connection with any successful launch of the New USPP Notes.
If for any reason the Scheme does not become effective, the financing
arrangements will lapse.
The Proposal will result in a significant increase in the Company's financial
leverage, which may at times exceed the level of indebtedness permitted under
the Company's existing acquisition strategy and investment policy (such
threshold being indebtedness less available cash of up to a maximum of three
times the Company's Adjusted EBITDA as published in the Company's last
financial statements). The Board considers this to be appropriate given
projected future cash inflows. The existing acquisition strategy and
investment policy has been amended to allow for the increased indebtedness.
J.P. Morgan Cazenove and BofA Securities, in their capacity as financial
advisers to the Company, confirm that they are satisfied that sufficient
resources are available to the Company to satisfy in full the Cash Amount
payable under the Capital Return.
Offer-related arrangements
GS Engagement Letter
On 28 August 2025, the Company and GS & Co entered into an engagement
letter (the "GS Engagement Letter") pursuant to which GS & Co has agreed
to act as lead left arranger and placement agent in connection with the
Private Placement, and facilitation agent in connection with the amendment by
the Company of the terms of the Existing USPP Notes (the "GS Engagement"). GS
& Co is a concert party of the Private Funds under the Takeover Code.
If the Private Placement closes, the Company has agreed to pay a total
placement fee of an amount equal to 1.0 per cent. of the gross proceeds of the
newly issued securities (the "Placement Fee"), 50 per cent. of which shall be
allocated to GS & Co. The Placement Fee is in line with prevailing market
rates for such placement fees.
The GS Engagement Letter may be terminated by the written notice of either
party, at any time and with or without cause. The fee will be payable if an
agreement is entered into by the Company with respect to a financing
transaction on terms substantially similar to the Private Placement at any
time prior to the expiration of twelve months after termination of the GS
Engagement Letter.
GS Non-Disclosure Agreement
On 26 August 2025, the Company and GS & Co entered into a confidentiality
agreement (the "GS Non-Disclosure Agreement") in relation to the GS
Engagement, pursuant to which, among other things, GS & Co has undertaken
to (a) keep information confidential and not to disclose it to third parties,
subject to certain exceptions, and (b) use such confidential information only
in connection with the GS Engagement.
These confidentiality obligations will remain in force until three years
following the date of execution of the GS Non-Disclosure Agreement.
Escrow Agreement
On 19 September 2025, the Company, J.P. Morgan Cazenove, BofA Securities and
Goldman Sachs Bank USA, London Branch (the "Escrow Agent") entered into an
escrow agreement (the "Escrow Agreement") in connection with the Bridge
Facility Agreement, pursuant to which the Escrow Agent has been appointed as
escrow agent in relation to funds the Company has deposited of its own cash
reserves (the "Escrow Property").
The Escrow Agreement will terminate automatically on the disbursement by the
Escrow Agent of all Escrow Property.
Structure of the Proposal
As the Private Funds are not participating in the Capital Return, the Scheme
is between the Company and the Scheme Shareholders.
The Scheme is subject to the Conditions and certain further terms referred to
below and to be set out in the Scheme Circular when issued. In particular, the
Scheme will only become effective if the Conditions set out in the paragraph
entitled "Conditions" below are satisfied.
The Scheme requires the sanction of the Court. Before the Court's sanction can
be sought for the Scheme, a resolution approving the Scheme must be passed at
the Court Meeting by the Free Float Shareholders. The resolution must be
approved by a majority in number representing not less than 75 per cent. in
value of the Free Float Shareholders present and voting, either in person or
by proxy, at the Court Meeting.
In addition, in order to implement the Scheme, the Special Resolutions must be
passed at the General Meeting. The Special Resolutions are proposed in order
to approve:
(i) any actions required by the directors to carry the Scheme into
effect (the "Scheme Resolution");
(ii) the reduction of capital required to cancel the Ordinary Shares
held by the Free Float Shareholders and pay the Cash Amount to the Free Float
Shareholders (the "Reduction of Capital Resolution"); and
(iii) the Delisting (the "Delisting Resolution").
Upon the Scheme becoming effective: (a) it will be binding on all Free Float
Shareholders, irrespective of whether or not they attended or voted in favour
of, or against, the Scheme at the Court Meeting or in favour of, or against,
or abstained from voting on, the Special Resolutions at the General Meeting,
(b) share certificates in respect of Ordinary Shares held by Free Float
Shareholders will cease to be valid, and (c) entitlements to Ordinary Shares
held by Free Float Shareholders within the CREST system will be cancelled.
The Scheme Circular will include full details of the Proposal and the Scheme,
together with notices of the Court Meeting and the General Meeting. The Scheme
Circular will also contain the expected timetable for the Proposal and will
specify the necessary actions to be taken by Shareholders. The Scheme Circular
is expected to be published on 7 October 2025.
Conditions to the Proposal
The implementation of the Proposal is conditional upon:
a) approval of the Scheme by a majority in number representing not less than
75 per cent. in value of the Free Float Shareholders present and voting,
either in person or by proxy, at the Court Meeting;
b) approval of the Scheme Resolution to be proposed at the General Meeting,
to approve various matters in connection with the Scheme, by at least 75 per
cent. of the votes cast by Free Float Shareholders present and voting in
person or by proxy;
c) approval of (i) the Reduction of Capital Resolution to be proposed at the
General Meeting, by at least 75 per cent. of the votes cast by Shareholders
present and voting, and (ii) the Delisting Resolution by (A) at least 75 per
cent. of the votes cast by Shareholders present and voting, and (B) a majority
of Free Float Shareholders present and voting, and, in each case either in
person or by proxy;
d) sanction of the Scheme by the Court at the Court Hearing and the
confirmation by the Court of the Reduction of Capital;
e) the delivery of a copy of the Court Order and the Statement of Capital to
the Registrar of Companies for registration; and
f) the Scheme becoming effective by no later than the Long-Stop Date,
together, ("the Conditions").
The Company does not intend to implement the Proposal if any of the Conditions
are not satisfied.
Assuming that the Scheme is sanctioned by the Court and that the other
Conditions are satisfied as expected, it is currently anticipated that (a) the
Scheme and the Reduction of Capital, and (b) the Delisting will become
effective on 4 December 2025 and 5 December 2025 respectively.
Cancellation of listing of the Ordinary Shares and Re-registration
It is intended that dealings in Ordinary Shares will be suspended by 7.30 a.m.
on the Effective Date. No transfers of Ordinary Shares will be registered
after 6.00 p.m. on the day prior to the Effective Date. It is further intended
that an application will be made by the Company to the London Stock Exchange
for the cancellation of the trading of Ordinary Shares on its main market for
listed securities and the FCA will be requested to cancel the listing of
Ordinary Shares on the closed-ended investment funds category of the Official
List, in each case to take effect by 8.00 a.m. one Business Day after the
Effective Date.
Share certificates in respect of the Ordinary Shares held by the Free Float
Shareholders will cease to be valid from the Effective Date. Shareholders
should deliver them to the Company or destroy them if requested to do so by
the Company following the Effective Date. In addition, entitlements held
within the CREST system to the Ordinary Shares held by the Free Float
Shareholders will be cancelled on the first Business Day following the
Effective Date.
The Company is also expected to be re-registered as a private company shortly
after the Effective Date.
Disclosure of interests in the Company's relevant securities
Save as disclosed in this announcement:
(a) as at the Latest Practicable Date, none of: (i) the Private
Funds; or (ii) any other person acting in concert with the Private Funds, had
any interest in, right to subscribe in respect of, or short position in
respect of relevant securities of the Company; and
(b) as at the Latest Practicable Date, neither the Private Funds nor
any person acting in concert with the Private Funds had borrowed or lent any
relevant securities of the Company (including any financial collateral
arrangements), save for borrowed shares which have been either on-lent or
sold.
Private Funds
(a) As at the Latest Practicable Date, the interests of the Private
Funds in Ordinary Shares were as follows:
Name Number of Ordinary Shares Percentage of the Company's issued share capital
PH PE IM Aggregator LP 273,135,529 25.25
PH PE GP Aggregator LP 143,267,721 13.24
PH II IM Aggregator LP 128,249,969 11.86
PH II GP Aggregator LP 108,330,412 10.01
VF VII IM Aggregator LP 84,910,220 7.85
Co-Invest IM Aggregator LP 51,760,204 4.79
VF VII GP Aggregator LP 43,906,398 4.06
Co-Invest GP Aggregator LP 26,242,364 2.43
TOTAL 859,802,817 79.49
(b) As at the Latest Practicable Date, the interests of persons
acting in concert with the Private Funds in Ordinary Shares were as follows:
Name Number of Ordinary Shares Percentage of existing issued share capital
Ali Raissi (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
In the interests of secrecy prior to this announcement, the Private Funds have
not made any enquiries in respect of the matters referred to in this paragraph
of certain parties who may be deemed by the Panel to be acting in concert with
the Private Funds for the purposes of the Scheme. Enquiries of such parties
will be made as soon as practicable following the date of this announcement
and any disclosure in respect of such parties will be included in the Scheme
Circular.
Documents published on a website
Copies of the following documents will, by no later than 12 noon (London Time)
on 26 September 2025, be published on the Company's website at
www.petershillpartners.com
(https://urldefense.com/v3/__http:/www.petershillpartners.com__;!!O2kDR7mm-zSJ!t3rZvnLgukwcHWOH9uhs2Bwt0cFx3gN18ABEzhf5rgTOlEv7LjsBX8dgbOoiCZ3TFg-tDpz8buAOuBNC7bGjP_Iz4w8$)
:
· this announcement;
· the irrevocable undertakings referred to above;
· the GS Engagement Letter;
· the GS Non-Disclosure Agreement;
· the Escrow Agreement;
· documents relating to the financing of the Proposal referred to
above; and
· the consents from financial advisers to being named in this
announcement.
General
The Proposal will be subject to the Conditions and certain further terms set
out above and to the full terms and conditions to be set out in the Scheme
Circular. Appendix 1 contains the sources and bases of certain information
contained in this announcement. Appendix 2 contains the definitions of
certain terms used in this announcement.
The Scheme Circular and the related Forms of Proxy are expected to be sent to
Shareholders on 7 October 2025 or, in any case, within 28 days of this
announcement (or on such later date as the Company, the Private Funds and the
Panel may agree).
J.P. Morgan Cazenove and BofA Securities (as joint financial advisers to the
Company) and Goldman Sachs International ("Goldman Sachs") (as financial
adviser to GSAM) have each given and not withdrawn their consent to the
publication of this announcement with the inclusion of the references to their
names in the form and context in which they appear.
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
Freshfields LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are
acting as legal advisers to the Company in connection with the Proposal.
Linklaters LLP is acting as legal adviser to the GSAM Investment Managers in
connection with the Proposal.
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 on 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.
This announcement contains inside information in relation to the Company for
the purposes of Article 7 of the Market Abuse Regulation. 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.
Appendix 1
Sources and bases of selected financial information
1. The aggregate value of the Cash Amount of US$921 million is
calculated by multiplying the amount of US$4.15 in cash per Ordinary Share by
the total number of Ordinary Shares held by Free Float Shareholders of
221,905,350 as at the close of business on the Latest Practicable Date.
2. The aggregate value of the Total Payment of US$932 million is
calculated by multiplying the US$4.202 in cash per Ordinary Share (including
the Interim Dividend of US$0.052 per share) by the total number of Ordinary
Shares held by Free Float Shareholders of 221,905,350 as at the close of
business on the Latest Practicable Date.
3. The Equity Value of approximately US$4.5 billion is calculated
by multiplying the Total Payment of US$4.202 in cash per Ordinary Share by the
Company's issued share capital of 1,081,708,167 Ordinary Shares as at the
close of business on the Latest Practical Date.
4. As at the close of business on the Latest Practicable Date, the
Company holds no shares in treasury.
5. Unless otherwise stated, all prices quoted for Ordinary Shares
have been derived from information published by the London Stock Exchange and
represent closing middle market prices on the relevant date.
6. Unless otherwise stated, historic financial information
relating to the Company has been extracted or derived (without material
adjustment) from the audited financial statements of the Company contained in
the Company's Annual Report and Accounts for the financial year ended 31
December 2024 or from the Company's interim accounts for the six-month period
ended 30 June 2025 or from the Company's management sources.
7. The discount of 10.6 per cent. that the Total Payment
represents to Book Value per Ordinary Share is based on the 30 June 2025
preliminary unaudited Book Value as at 30 June 2025.
8. The 18.5x multiple based on the Total Payment relative to the
Company's adjusted earnings per Ordinary Share for the last twelve-month
period ended 30 June 2025 is based on the 30 June 2025 preliminary unaudited
adjusted earnings per Ordinary Share as at 30 June.
9. Where amounts have been calculated based on the Latest Exchange
Rate, an exchange rate of GBP1:US$1.3445 has been used, being the Bloomberg
fixed rate for GBP:US$ at 5.00 p.m. (London Time) on the Latest Practicable
Date.
10. Certain figures included in this announcement have been subject to
rounding adjustments.
Appendix 2
Definitions
The following definitions apply throughout this announcement unless the
context requires otherwise.
"£", "GBP" "Pounds Sterling", "Sterling", "pence" or "p" the lawful currency of the United Kingdom;
"€", "Euros" or "euro cents" the single currency of any member of the European Union that has the euro as
its lawful currency in accordance with legislation of the European Union
relating to the Economic and Monetary Union;
"US$", "US Dollars", "USD" or "cents" the lawful currency of the United States;
"Adjusted EBITDA" earnings before interest, tax, depreciation and amortisation, less net gain on
investment transactions and non-recurring items;
"AIFMD" Directive 2011/61/EU of the European Parliament and of the Council of 8 June
2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No.
1095/2010 as supplemented by the AIFMD Delegated Regulation and, where
applicable, as transposed (i) in Ireland by the European Union (Alternative
Investment Fund Managers) Regulations 2013 (as amended) and (ii) in any other
European Economic Area member state by the corresponding national implementing
measures;
"AIFMD Delegated Regulation" Commission Delegated Regulation (EU) No. 231/2013 of 19 December 2012
supplementing Directive 2011/61/EU of the European Parliament and of the
Council with regard to exemptions, general operating conditions, depositaries,
leverage, transparency and supervision;
"Alternative Asset Manager Stakes" direct equity investments representing a minority ownership position in
alternative asset managers;
"Average Market Exchange Rate" in respect of the Currency Conversion Facility, the average US$:GBP exchange
rate to be calculated by dividing the total amount of US Dollars converted by
the Company pursuant to the Currency Conversion Facility by the total amount
of GBP received by the Company pursuant to such currency conversion trades
less any applicable and properly incurred transaction and dealing costs
associated with such conversion;
"AuM" assets under management;
"Bank of America DAC" has the meaning given in the section entitled "Background to and reasons for
the Proposal" of this announcement;
"Board" has the meaning given in the section entitled "Introduction" of this
announcement;
"BofA Securities" Merrill Lynch International;
"Book Value" the value of the assets of the Company less its liabilities as calculated in
accordance with the Company's valuation policy and expressed in dollars;
"Business Day" a day (other than a Saturday, Sunday, public or bank holiday) on which banks
are generally open for normal business in London;
"Capital Return" has the meaning given in the section entitled "Introduction" of this
announcement;
"Cash Amount" has the meaning given in the section entitled "Introduction" of this
announcement;
"Closing Price" the closing middle market quotations of a share derived from information
published by the London Stock Exchange;
"Companies Act" the Companies Act 2006;
"Computershare" Computershare Investor Services PLC, the Company's registrar;
"Conditions" has the meaning given in the section entitled "Conditions" of this
announcement;
"Court" the High Court of Justice of England and Wales;
"Court Hearing" the hearing by the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"Court Meeting" the meeting (or any adjournment thereof) of the Scheme Shareholders to be
convened with the permission of the Court pursuant to Part 26 of the Companies
Act to consider and, if thought fit, approve the Scheme (with or without
modification), notice of which will be set out in the Scheme Circular, for the
purpose of approving the Scheme, including any adjournment thereof;
"Court Order" the Order of the Court sanctioning the Scheme under Part 26 of the Companies
Act and confirming the Reduction of Capital under Section 648 of the Companies
Act;
"CREST" the relevant system to facilitate the transfer of title to shares in
uncertified form (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations);
"Currency Conversion Facility" has the meaning given in the section entitled "Introduction" of this
announcement;
"Delisting" has the meaning given in the section entitled "Introduction" of this
announcement;
"Delisting Resolution" has the meaning given in the section entitled "Structure of the Proposal" of
this announcement;
"Directors" the directors of the Company as at the date of this announcement or, where the
context so requires, the directors of the Company from time to time;
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules of the FCA made in accordance
with section 73A of FSMA, as amended from time to time and as contained in the
FCA's Handbook;
"Effective Date" the date upon which the Scheme becomes effective in accordance with its terms,
currently expected to be 4 December 2025;
"Equity Value" has the meaning given in the section entitled "Introduction" of this
announcement;
"Escrow Agent" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"Escrow Agreement" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"Escrow Property" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"Excluded Shares" any Ordinary Shares registered in the name of, or beneficially owned by, the
Private Funds or their respective nominees;
"Existing USPP Notes" the US private placement senior unsecured notes issued by Petershill Partners,
Inc. to a group of institutional investors on 24 August 2022;
"FCA" the Financial Conduct Authority of the United Kingdom, acting in its capacity
as the competent authority for the purposes of FSMA;
"FCA's Handbook" the FCA's Handbook of rules and guidance, as issued, amended or replaced from
time to time;
"Forms of Proxy" the BLUE Form of Proxy for use at the Court Meeting and the WHITE Form of
Proxy for use at the General Meeting (or either of them as the context may
require), which are being sent to Free Float Shareholders (in the case of the
BLUE Form of Proxy) and to Shareholders (in the case of the WHITE Form of
Proxy);
"Free Float Shareholders" Shareholders other than the Private Funds;
"FSMA" the Financial Services and Markets Act 2000;
"General Meeting" the general meeting of the Company (or any adjournment thereof) to be convened
in connection with the Scheme, notice of which will be set out in the Scheme
Circular, including any adjournment thereof;
"Goldman Sachs" Goldman Sachs International;
"Group" the Company and its subsidiaries and subsidiary undertakings;
"GS & Co" has the meaning given in the section entitled "Financing of the Proposal and
cash confirmation" of this announcement;
"GS Engagement" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"GS Engagement Letter" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"GS Non-Disclosure Agreement" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"GSAM" Goldman Sachs Asset Management, L.P.;
"GSAMFSL" Goldman Sachs Asset Management Fund Services Limited;
"GSAM Investment Managers" GSAM and certain of its affiliates who are involved in the management of the
Private Funds;
"holder" a registered holder (including any person(s) entitled by transmission);
"Interim Dividend" has the meaning given in the section entitled "Introduction" of this
announcement;
"Interim Results" the half yearly results announcement of the Group for the six-month period to
30 June 2025;
"IPO" the offer of the new Ordinary Shares by the Company and existing Ordinary
Shares by PH II GP Aggregator LP, PH II IM Aggregator LP, PH PE GP Aggregator
LP, PH PE IM Aggregator LP, VF VII GP Aggregator LP, VF VII IM Aggregator LP,
Co-Invest GP Aggregator LP and Co-Invest IM Aggregator LP in September 2021;
"J.P. Morgan Cazenove" J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove);
"Latest Exchange Rate" the exchange rate of GBP1: US$1.3445, being the Bloomberg fixed rate for GBP:
US$ at 5.00 p.m. London Time on 24 September 2025 (being the Latest
Practicable Date);
"Latest Practicable Date" the latest practicable date prior to the publication of this announcement,
being 24 September 2025;
"London Stock Exchange" London Stock Exchange plc;
"London Time" means the time in London, England;
"Long-Stop Date" 31 January 2026, or such later date as the Company may specify with the
Panel's consent and as the Court may approve (if such approval is required);
"LSE Cancellation" has the meaning given in the section entitled "Introduction" of this
announcement;
"Meeting(s)" the Court Meeting and/or the General Meeting, as the case may be;
"New USPP Notes" has the meaning given in the section entitled "Background to and reasons for
the Proposal" of this announcement;
"Official List" the official list maintained by the FCA pursuant to Part 6 of FSMA;
"Official List Cancellation" has the meaning given in the section entitled "Introduction" of this
announcement;
"Operator Agreement" the operator agreement entered into on 28 September 2021 by the Company and
GSAMFSL, as amended and restated on 1 January 2024 (as amended and/or amended
and restated from time to time), pursuant to which GSAMFSL, acting as the
operator, is appointed as the exclusive alternative investment fund manager;
"Ordinary Shares" ordinary shares of US$0.01 each in the capital of the Company;
"Overseas Shareholders" shareholders who are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom or who are nominees of, or
custodians or trustees for, citizens or nationals of countries other than the
United Kingdom;
"Panel" has the meaning given in the section entitled "Introduction" of this
announcement;
"Partner-firms" the alternative asset managers in which the Group holds, from time to time,
direct equity investments representing minority ownership positions;
"Partner FRE" Partner Net Management and Advisory Fees, less the Partner-firms' operating
expenses and fixed and bonus compensation (but not performance fee-related
expenses) allocable to the Group's share of Partner Net Management and
Advisory Fees, as reported by the Partner-firms to the Operator, and subject
to applicable contractual margin protections in respect of certain
Partner-firms;
"Partner Net Management and Advisory Fees" the Group's aggregate proportionate share of the Partner-firms' net management
fees (as reported by the Partner-firms to the Operator), including monitoring
and advisory fees, payable by the Partner-firms' funds to their respective
Partner-firms for the provision of investment management and advisory
services;
"Petershill Partners" or the "Company" Petershill Partners plc, a company incorporated in England and Wales with
registered number 13289144;
"Placement Fee" has the meaning given in the section entitled "Offer-related arrangements" of
this announcement;
"Private Fund Shareholders" has the meaning given in the section entitled "Irrevocable undertakings" of
this announcement;
"Private Funds" has the meaning given in the section entitled "Introduction" of this
announcement;
"Private Placement" has the meaning given in the section entitled "Financing of the Proposal and
cash confirmation" of this announcement;
"Proposal" has the meaning given in the section entitled "Introduction" of this
announcement;
"Reduction of Capital" the reduction of the Company's share capital under section 648 of the
Companies Act;
"Reduction of Capital Resolution" has the meaning given in the section entitled "Structure of the Proposal" of
this announcement;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Proposal is sent or made available to Shareholders in that jurisdiction;
"Scheme" the proposed scheme of arrangement made under Part 26 of the Companies Act
between the Company and the Scheme Shareholders (with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed to by the Company) subject to any modification, addition or condition
approved or imposed by the Court and agreed to by the Company;
"Scheme Circular" the document to be sent to (among others) Shareholders containing and setting
out, among other things, the full terms and conditions of the Scheme and
containing the notices convening the Court Meeting and General Meeting;
"Scheme Record Time" the time and date specified in the Scheme Circular, expected to be 6.00 p.m.
on the business day immediately prior to the Effective Date;
"Scheme Resolution" has the meaning given in the section entitled "Structure of the Proposal" of
this announcement;
"Scheme Shareholders" holders of Scheme Shares from time to time;
"Scheme Shares" Ordinary Shares in issue at the date of the Scheme, excluding any Excluded
Shares;
"Shareholders" the registered holders of Ordinary Shares from time to time;
"Special Resolutions" the special resolutions to be proposed at the General Meeting;
"Statement of Capital" the statement of capital approved by the Court showing the information
required by section 649 of the Companies Act with respect to the Company's
share capital as altered by the Reduction of Capital;
"Takeover Code" the City Code on Takeovers and Mergers as amended from time to time;
"Tender Offer" has the meaning given in the section entitled "Background to and reasons for
the Proposal" of this announcement;
"Total Payment" has the meaning given in the section entitled "Introduction" of this
announcement;
"UK Listing Rules" the rules and regulations made by the FCA under FSMA, and contained in the
publication of the same name;
"UK Market Abuse Regulation" assimilated Regulation (EU/596/2014) as it forms part of the law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018;
"United States of America", "United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and all other areas
subject to its jurisdiction;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended; and
"US Shareholder" a beneficial owner of Ordinary Shares that is, for US federal income tax
purposes (i) an individual who is a citizen or resident of the United States,
(ii) a corporation created or organised in or under the laws of the United
States, any state thereof or the District of Columbia, (iii) an estate the
income of which is subject to US federal income taxation regardless of its
source, or (iv) a trust (A) the administration of which is subject to primary
supervision of a court within the United States and with respect to which one
or more US persons have the authority to control all substantial decisions of
the trust, or (B) that has a valid election in effect under applicable US
Treasury regulations to be treated as a US person.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking", "associated undertaking" have the meanings given by the
Companies Act.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement. All references to time in this
announcement are to London Time unless otherwise stated.
1 (#_ftnref1) Figure for total return to shareholders assumes
re-investment of distribution proceeds once paid.
2 (#_ftnref2) Assuming re-investment of distribution proceeds once
paid.
3 (#_ftnref3) Adjusted to reflect the partial disposals of Accel-KKR,
the full disposal of LMR Partners, the disposal of the majority of the stake
in General Catalyst.
4 (#_ftnref4) Including (a) EU alternative asset management firms:
Antin, Bridgepoint, CVC, EQT, ICG, and Partners Group; and (b) US alternative
asset management firms: Apollo, Ares, Blackstone, Blue Owl, Brookfield,
Carlyle, Hamilton Lane, KKR, StepStone, and TPG.
5 (#_ftnref5) Including Apax Global Alpha, CT Private Equity, HG
Capital Trust, HarbourVest Global Private Equity, ICG Enterprise Trust, JZCP,
NB Private Equity, Oakley Capital Investments, Patria Private Equity, Pantheon
International, Literacy Capital, and LMS Capital.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCGZGZLGKLGKZGRecent news on Petershill Partners
See all newsREG - Takeover Panel - Disclosure Table
AnnouncementREG-The Vanguard Group, Inc. Form 8.3 - The Vanguard Group, Inc.: Petershill Partners plc
AnnouncementREG - Barclays PLC Petershill Prtnrs - Form 8.3 PETERSHILL PARTNERS PLC
AnnouncementREG - Takeover Panel - Disclosure Table
AnnouncementREG - BkofA Merrill Lynch Petershill Prtnrs - Form 8.5 (EPT/NON-RI)-Petershill Partners plc
Announcement