KHP Strategic 2 LP Offer Update - Compulsory Acquisition of Shares (4378N)

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RNS Number : 4378N

KHP Strategic 2 LP

25 October 2016

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

KHP Strategic 2 LP

25 October 2016

For immediate release

RECOMMENDED CASH OFFER

for

PRIVATE EQUITY INVESTOR PLC ("PEI")

by

KHP STRATEGIC 2 LP ("KHP")

Compulsory acquisition of PEI Shares

On 11 August 2016, KHP and PEI announced that they had reached agreement on the terms of a recommended cash offer pursuant to which KHP would acquire the entire issued and to be issued ordinary share capital of PEI (the "Offer"). An offer document containing the full terms and conditions of the Offer and the procedures for its acceptance (the "Offer Document") was published and sent to PEI Shareholders on 26 August 2016.

Capitalised terms used but not defined in this announcement have the meanings set out in the Offer Document.

On 27 September 2016 KHP announced that the Offer was unconditional in all respects and that it would remain open until 1.00 p.m. on 11 October 2016. KHP would like to confirm that the Offer has now closed.

Further to its announcement on 27 September 2016 regarding its intention to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as set out in the Offer Document, KHP announces the dispatch today of formal compulsory acquisition notices under Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to PEI Shareholders who have not yet accepted the Offer. These notices set out KHP's intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining PEI Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

Unless any of the PEI Shareholders who have not to date accepted the Offer apply to the court and the court considers otherwise, on the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 6 December 2016, the PEI Shares held by those PEI Shareholders who have not accepted the Offer will be acquired compulsorily by KHP on the same terms as the Offer. The consideration to which those PEI Shareholders will be entitled will be held by PEI as trustee on behalf of those PEI Shareholders who have not accepted the Offer and any such PEI Shareholders will be required to claim their consideration by writing to Capita Asset Services, the Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU at the end of the six week period.

Enquiries

KHP

   Michael Bego                                        Tel: [phone] 

Compass Partners Advisers (Financial Adviser to Kline Hill)

   Jai Singh                                               Tel: [phone] 

Important notices relating to financial advisers

Compass Advisers Limited, trading as Compass Partners Advisers Limited ("Compass Partners Advisers"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kline Hill in relation to the Offer and no-one else and will not be responsible to anyone other than KHP for providing the protections afforded to clients of Compass Partners Advisers or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to in this announcement. Compass Partners Advisers does not accept any responsibility whatsoever to any person other than Kline Hill for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Compass Partners Advisers accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise. Any acceptance or other response to the Offer should be made only on the basis of information contained in the Offer Document, which contains the full terms and conditions of the Offer, including how the Offer may be accepted. PEI Shareholders are advised to read the formal documentation in relation to the Offer carefully.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of PEI's and KHP's websites at www.peiplc.com and www.khpstrategic2.com respectively on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 25, 2016 12:01 ET (16:01 GMT)