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QPE 3I Quoted

111.50
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
3I Quoted LSE:QPE London Ordinary Share JE00B1VVM796 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 111.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Recommended Acquisition of Assets by 3i Group plc

23/02/2009 7:57am

UK Regulatory



 

TIDMQPE TIDMIII 
 
RNS Number : 7093N 
3i Quoted Private Equity PLC 
23 February 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION IN PARTICULAR THE UNITED STATES, CANADA, 
AUSTRALIA AND JAPAN 
 
 
23 February 2009 
 
 
RECOMMENDED ACQUISITION OF THE ASSETS OF 3i QUOTED PRIVATE EQUITY PLC BY 3i 
GROUP PLC 
 
 
1.Introduction 
 
 
The boards of 3i QPEP and 3i announce that they have reached agreement on the 
terms of a recommended acquisition of the assets of 3i QPEP by 3i. The 
acquisition will be effected through a solvent liquidation of 3i QPEP. 
 
 
3i owns 44.9 per cent. of the issued share capital of 3i QPEP. 
 
 
If the acquisition is effected, shareholders in 3i QPEP excluding 3i (the 
"Independent Shareholders") will receive cash and New 3i Shares from 3i for 
their interests in 3i QPEP. The City Code on Takeovers and Mergers will not 
apply to this transaction other than in the event of a competing Code offer. 
 
 
2.The Scheme 
 
 
The acquisition by 3i will be effected through a voluntary solvent liquidation 
of 3i QPEP. Upon the liquidation of 3i QPEP, the liquidators will implement a 
scheme (the "Scheme") involving a distribution of assets of 3i QPEP to 3i by its 
liquidator in satisfaction of 3i's rights in the winding up of 3i QPEP and a 
transfer by the liquidator of the residual assets of 3i QPEP to 3i in 
consideration of the payment of cash and issue of New 3i Shares to Independent 
Shareholders in respect of their interests in 3i QPEP. 
 
 
The Independent Shareholders will be entitled to receive for each 3i QPEP Share: 
 
 
  *  50 pence in cash 
 
  *  0.1706 of a New 3i Share. 
 
 
 
The New 3i Shares will rank pari passu with all issued ordinary shares of 3i in 
respect of any dividends declared, made or paid with a record date on or after 
the date of issue of the New 3i Shares. If the Scheme is effected, 3i will issue 
37.6 million New 3i Shares and these shares will represent 8.9 per cent. of 3i's 
post-transaction issued share capital. 
 
 
3.Valuation and Costs 
 
 
The terms of the Scheme value each 3i QPEP Share at 88.8 pence. This is equal to 
the net asset value per 3i QPEP Share as at 31 January 2009, adjusted, inter 
alia, for subsequent movements in the market value of 3i QPEP's quoted 
investments up to 19 February 2009 and certain transaction costs. The balance of 
any other costs incurred by 3i QPEP in connection with the Scheme will be borne 
by 3i QPEP but are excluded from the net asset value calculation. 
 
 
The terms of the Scheme value the entire issued share capital of 3i QPEP at 
GBP355.2 million, and represent a premium of 32.6 per cent. to its closing price 
on 19 February 2009. 
 
 
3i will bear any stamp duty and stamp duty reserve tax payable in respect of the 
transfer of assets from 3i QPEP to 3i. 
 
 
4.Background to and reasons for the Scheme 
 
 
Since the onset of the dislocation to the credit markets in autumn 2007, 3i 
QPEP's share price has traded at a significant discount to its net asset value. 
 
 
3i is offering Independent Shareholders the opportunity to realise their 
investment in 3i QPEP based on the current net asset value per share, as set out 
in paragraph 3 above, in exchange for cash and New 3i Shares. Under the terms of 
the Scheme, Independent Shareholders will benefit from a significant premium to 
the current market value of their 3i QPEP Shares, as well as exposure to a 
larger and more diversified portfolio of assets; and 3i Shareholders will 
benefit from the elimination of the effective double discount that they 
currently suffer on the 3i QPEP underlying assets since, as required by 
International Financial Reporting Standards, 3i carries its investment in 3i 
QPEP at its quoted value. 3i expects a net cash inflow of approximately GBP110 
million on completion of the Scheme, being the difference between 3i QPEP's cash 
balance that would be transferred to 3i and the cash element of the 
consideration. 
 
 
5.Irrevocable Undertakings 
 
 
3i has received irrevocable undertakings from certain Independent Shareholders 
to vote in favour of the Scheme and the associated resolutions to be proposed at 
the EGM, in respect of a total of 59,892,953 3i QPEP Shares, representing 
approximately 14.97 per cent. of the existing issued ordinary share capital of 
3i QPEP. 
 
 
3i has received an undertaking to vote in favour of the Scheme and the 
associated resolutions to be proposed at the EGM from an Independent Shareholder 
in respect of a total of 20,000,000 3i QPEP Shares, representing approximately 5 
per cent. of the existing issued ordinary share capital of 3i QPEP. This 
undertaking will cease to be binding if an offer is made for all the issued 
ordinary shares of 3i QPEP at a premium of ten per cent. or more to the value of 
the consideration receivable by Independent Shareholders under the Scheme. 
 
 
Approximately 64.87 per cent. of the existing issued ordinary share capital of 
3i QPEP is therefore either the subject of an undertaking or owned by 3i. 
 
 
In addition, an Independent Shareholder has indicated it intends to vote in 
favour of the Scheme and the associated resolutions to be proposed at the EGM in 
respect of its holding of around 15,389,454 3i QPEP Shares. 
 
 
6.Recommendation 
 
 
The Independent Directors of 3i QPEP, who have been so advised by Tricorn 
Partners, consider the terms of the Scheme to be fair and reasonable. They have 
also had regard to the views of those Independent Shareholders referred to in 
paragraph 5 above. In providing their advice to the 3i QPEP Directors, Tricorn 
Partners has taken into account the commercial assessments of the 
Independent Directors. Accordingly, the Independent Directors intend unanimously 
to recommend that 3i QPEP Shareholders vote in favour of the Scheme and the 
associated resolutions to be proposed at the EGM as the 3i QPEP Directors intend 
to do in respect of their beneficial holdings in 3i QPEP, amounting to, in 
aggregate, 1,150,000 3i QPEP Shares, representing (as at the date of this 
announcement) approximately 0.3 per cent. of the existing issued ordinary share 
capital of 3i QPEP. 
 
 
The Independent Directors comprise David Tyler, Duncan Baxter and Richard 
Harwood. Antoine Clauzel cannot be treated as an independent director of 3i QPEP 
as he is an employee of 3i. Accordingly, Antoine Clauzel has absented himself 
from the deliberations in respect of the Scheme and a committee of the Board of 
3i QPEP, comprising the Independent Directors, has been established for the 
purpose of progressing and considering the terms of the Scheme and making the 
recommendation in relation to the Scheme. 
 
 
7.Information on 3i 
 
 
3i is an international private equity company that focuses on buyouts, growth 
capital and infrastructure; investing across Europe, Asia and the US. 3i is 
listed on the London Stock Exchange and is a constituent of the FTSE 100 and 
MSCI European Indices. As at 30 September 2008, 3i had approximately GBP10 
billion of assets under management. As at 31 January 2009, 3i employed over 280 
investment professionals across 14 countries worldwide. 
 
 
8.Information on 3i QPEP 
 
 
3i QPEP is a Jersey incorporated, public closed-end investment company. 3i QPEP 
was admitted to the Official List and to trading on the London Stock Exchange on 
29 June 2007. 3i Investments plc ("3i Investments"), which is regulated in the 
UK by the Financial Services Authority, was appointed by 3i QPEP to act as its 
investment adviser. 
 
 
3i QPEP's investment strategy has been to deliver private equity value creation 
techniques to public companies, leveraging the international network of its 
investment adviser to source attractive opportunities and execute its value 
creation plan. 3i QPEP's investment policy has been to build a portfolio of 
influential stakes in selected companies in the UK and continental Europe and 
across a broad spectrum of sectors to attain the level of influence necessary to 
generate significant improvements in operating performance. 
 
 
9.Related Party Transaction 
 
 
The Scheme between 3i QPEP and 3i will be a related party transaction for the 
purpose of chapter 11 of the Listing Rules. The Scheme must therefore be 
approved by a simple majority of the Independent Shareholders (excluding for 
these purposes any associates of 3i). This approval will be a separate 
resolution to that required for the solvent liquidation of 3i QPEP (where 
approval of 66 2/3 per cent. of 3i QPEP Shareholders in attendance is required - 
see paragraph 10 below, and on which resolution 3i and its associates may vote). 
 
 
10.Structure of the Scheme 
 
 
The Scheme will be effected through a voluntary solvent liquidation of 3i QPEP, 
and it will comprise a distribution of assets of 3i QPEP to 3i by its liquidator 
in satisfaction of 3i's rights in the winding up of 3i QPEP and a transfer by 
the liquidator of the residual assets of 3i QPEP to 3i in consideration of the 
payment of cash and issue of New 3i Shares to the Independent Shareholders in 
respect of their interests in 3i QPEP. 
 
 
To become effective, the Scheme requires, amongst other things, the following 
events to occur: (i) approval of the Scheme by Independent Shareholders as 
described in paragraph 9 above, (ii) a special resolution (requiring approval by 
66 2/3 per cent. of 3i QPEP Shareholders in attendance) being passed to approve 
amendments to the articles to facilitate the proposals, to wind up 3i QPEP and 
to appoint a liquidator, (iii) 3i QPEP, 3i and the liquidator to enter into a 
transfer agreement setting out the terms upon which 3i QPEP (acting through the 
liquidator) having first made a distribution of assets to 3i in satisfaction of 
3i's rights in the winding up of 3i QPEP, transfers its residual assets to 3i in 
return for the issue of New 3i Shares and the payment of cash to the Independent 
Shareholders, (iv) the Directors not resolving to abandon the Scheme if required 
pursuant to their fiduciary duties, (v) the approval of the Jersey Financial 
Services Commission, and (vi) the admission of the New 3i Shares to the Official 
List of the UK Listing Authority and to trading on the main market for listed 
securities of the London Stock Exchange. 
 
 
11.Directors 
 
 
The Independent Directors intend to resign from the board of the Company either 
following the Scheme becoming effective or following completion of the 
liquidation of the Company and their expectation is that they will have no 
further continuing business involvement with 3i QPEP or 3i. In order to comply 
with Jersey legal requirements, at least two of the Independent Directors will 
remain on the board during the liquidation of the Company. The future role of 
Antoine Clauzel will be determined in due course. Upon the resignation of the 
Independent Directors, they shall each receive certain payments to compensate 
them for loss of office. 3i QPEP has no employees. 
 
 
3i QPEP, 3i and 3i Investments have agreed that the investment advisory and 
other agreements between 3i QPEP and members of the 3i group of companies will 
terminate on completion of the winding up of 3i QPEP and that no compensation 
for such termination will be payable by either party. 
 
 
12.Implementation Agreement 
 
 
3i QPEP and 3i have entered into an Implementation Agreement which provides, 
inter alia, for the implementation of the Scheme and contains certain assurances 
and confirmations between the parties, including provisions to implement the 
Scheme on a timely basis and governing the conduct of the business of 3i QPEP. 
 
 
The Implementation Agreement terminates in certain circumstances, including: 
 
 
(i)immediately, if agreed in writing by the parties; 
 
 
(ii)immediately, if the Effective Date has not occurred by 29 May 2009; 
 
 
(iii)immediately, on the earliest to occur of the date (if any) on which the 
Scheme is withdrawn or lapses and the Effective Date; and 
 
 
(iv)immediately, if the resolutions at the EGM are not passed by the requisite 
majority of 3i QPEP Shareholders. 
 
 
13.Delisting of 3i QPEP and Listing and Dealing of New 3i Shares 
 
 
Prior to the Scheme becoming effective, and subject to applicable requirements 
of the London Stock Exchange and the Financial Services Authority, 3i QPEP will 
apply to the London Stock Exchange for 3i QPEP Shares to cease to be admitted to 
trading and to the Financial Services Authority for the listing of 3i QPEP 
Shares to be cancelled from the Official List, in each case to take effect on 
the next Business Day following the Effective Date. 
 
 
Subject to the Scheme becoming effective, share certificates in respect of 3i 
QPEP Shares will cease to be valid on the Effective Date and should be 
destroyed. In addition, on the Effective Date, entitlements to 3i QPEP Shares 
held within the CREST system will be cancelled. 
 
 
Application will be made by 3i for the New 3i Shares to be admitted to listing 
and trading on the London Stock Exchange. 
 
 
14.Overseas Shareholders 
 
 
The availability of the Scheme to Independent Shareholders who are not resident 
in the United Kingdom or Jersey may be affected by the laws of their relevant 
jurisdiction. Such persons should inform themselves of, and observe, any 
applicable legal or regulatory requirements of their jurisdiction. Independent 
Shareholders who are in any doubt regarding such matters should consult an 
appropriate independent professional adviser in the relevant jurisdiction 
without delay. 
 
 
15.Indicative Timetable 
 
 
The Scheme will be implemented on the terms and subject to the conditions set 
out in this announcement and to be set out in the Scheme Circular, including 
obtaining relevant regulatory approvals and approval by the 3i QPEP 
Shareholders. The Scheme Circular will provide full details of the Scheme, 
together with notices of EGM and the expected timetable. 
 
 
An indicative timetable of principal events is as follows: 
 
 
+--------------------------------------------+-------------------------+ 
|                                            | 
+--------------------------------------------+ 
| Event                                      | Indicative Timing       | 
|                                            |                         | 
+--------------------------------------------+-------------------------+ 
| Posting of Scheme Circular to 3i QPEP      | 23 March 2009           | 
| Shareholders                               |                         | 
|                                            |                         | 
+--------------------------------------------+-------------------------+ 
| 3i QPEP EGM and announcement of results    | 16 April 2009           | 
|                                            |                         | 
+--------------------------------------------+-------------------------+ 
| Effective Date:                            | 17 April 2009           | 
| 3i QPEP in liquidation;                    |                         | 
| Liquidation distribution to 3i; and        |                         | 
| New 3i Shares issued                       |                         | 
+--------------------------------------------+-------------------------+ 
| Event                                      | Indicative Timing       | 
|                                            |                         | 
+--------------------------------------------+-------------------------+ 
| Posting of Scheme Circular to 3i QPEP      | 23 March 2009           | 
| Shareholders                               |                         | 
|                                            |                         | 
+--------------------------------------------+-------------------------+ 
| 3i QPEP EGM and announcement of results    | 16 April 2009           | 
|                                            |                         | 
+--------------------------------------------+-------------------------+ 
| Effective Date:                            | 17 April 2009           | 
| 3i QPEP in liquidation;                    |                         | 
| Liquidation distribution to 3i; and        |                         | 
| New 3i Shares issued                       |                         | 
+--------------------------------------------+-------------------------+ 
 
 
All dates in this announcement which relate to the implementation of the Scheme 
are indicative only. A more detailed timetable will be included in the Scheme 
Circular. 
 
 
16.General 
 
 
In deciding whether or not to vote in favour of the resolutions to implement the 
Scheme, 3i QPEP Shareholders should rely only on the information contained in, 
and should follow the procedures described in, the Scheme Circular. 
 
 
Information on the tax consequences of the Scheme for the 3i QPEP Shareholders 
will be contained in the Scheme Circular. The Independent Directors of 3i QPEP 
are being advised by Tricorn Partners and 3i is being advised by Rothschild. 
 
 
+--------------------------------------------------+-------------------------+ 
|                                                  | 
+--------------------------------------------------+ 
| Enquiries:                                       |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| 3i                                               | +44 (0) 20 7975 3566    | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Patrick Dunne                                    |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Rothschild (financial adviser to 3i)             | + 44 (0) 20 7280 5000   | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| John Deans                                       |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Jonathan Eddis                                   |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| JPMorgan Cazenove Limited (corporate broker to   | + 44 (0) 20 7588 2828   | 
| 3i)                                              |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Andrew Hodgkin                                   |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Merrill Lynch International (corporate broker to | + 44 (0) 20 7996 2285   | 
| 3i)                                              |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Michael Findlay                                  |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| 3i QPEP                                          | +44 (0) 1534 609 921    | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| David Tyler (Chairman)                           |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Tricorn Partners (financial adviser to the       | +44 (0) 20 7823 0888    | 
| Independent Directors of 3i QPEP)                |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Guy Dawson                                       |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Oliver Tucker                                    |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| RBS Hoare Govett Limited (corporate broker to 3i | +44 (0) 20 7678 8000    | 
| QPEP)                                            |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Gary Gould                                       |                         | 
+--------------------------------------------------+-------------------------+ 
| Enquiries:                                       |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| 3i                                               | +44 (0) 20 7975 3566    | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Patrick Dunne                                    |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Rothschild (financial adviser to 3i)             | + 44 (0) 20 7280 5000   | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| John Deans                                       |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Jonathan Eddis                                   |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| JPMorgan Cazenove Limited (corporate broker to   | + 44 (0) 20 7588 2828   | 
| 3i)                                              |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Andrew Hodgkin                                   |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Merrill Lynch International (corporate broker to | + 44 (0) 20 7996 2285   | 
| 3i)                                              |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Michael Findlay                                  |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| 3i QPEP                                          | +44 (0) 1534 609 921    | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| David Tyler (Chairman)                           |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Tricorn Partners (financial adviser to the       | +44 (0) 20 7823 0888    | 
| Independent Directors of 3i QPEP)                |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Guy Dawson                                       |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Oliver Tucker                                    |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| RBS Hoare Govett Limited (corporate broker to 3i | +44 (0) 20 7678 8000    | 
| QPEP)                                            |                         | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Gary Gould                                       |                         | 
+--------------------------------------------------+-------------------------+ 
 
 
Tricorn Partners is acting exclusively for 3i QPEP and no one else in connection 
with the Scheme and will not be responsible to anyone other than 3i QPEP for 
providing the protections afforded to clients of Tricorn Partners or for 
providing advice in connection with the Scheme or any matter referred to herein. 
 
 
Rothschild, which is authorised and regulated by the Financial Services 
Authority in the United Kingdom, is acting for 3i and no one else in relation to 
the Scheme and will not be responsible to anyone other than 3i for providing the 
protections afforded to clients of Rothschild nor for providing advice in 
relation to the proposed transaction. 
 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or an invitation to subscribe for or purchase any 
securities or the solicitation of any vote or approval in any jurisdiction, 
pursuant to the Scheme or otherwise. The Scheme will be made solely through the 
Scheme Circular, which will contain the full terms and conditions of the Scheme 
(including details of how to vote in respect of the Scheme). Any response in 
relation to the Scheme will be made only on the basis of the information 
contained in the Scheme Circular or any other document by which the Scheme is 
made. 3i QPEP Shareholders are advised to read carefully the formal 
documentation in relation to the acquisition once it has been dispatched. This 
announcement does not constitute a prospectus or prospectus equivalent document. 
 
 
Forward Looking Statements 
 
 
This announcement contains statements about 3i QPEP and 3i that are or may be 
forward looking statements. All statements other than statements of historical 
facts included in this announcement may be forward looking statements. Without 
limitation, any statements preceded or followed by or that include the words 
"targets", "plans" "believes", "expects", "aims", "intends", "will", "may", 
"anticipates", "estimates", "projects", "continue", "should" or, words or terms 
of similar substance or the negative thereof, are forward looking statements. 
Forward looking statements include statements relating to the following: (i) 
future capital expenditures, expenses, revenues, earnings, synergies, economic 
performance, indebtedness, financial condition, dividend policy, losses and 
future prospects; (ii) business and management strategies and the expansion and 
growth of 3i QPEP's or 3i's operations and potential synergies resulting from 
the Scheme; and (iii) the effects of government regulation on 3i QPEP's or 3i's 
business. 
 
 
Such forward looking statements involve risks and uncertainties that could 
significantly affect expected results and are based on certain key assumptions. 
Many factors could cause actual results to differ materially from those 
projected or implied in any forward looking statements. Due to such 
uncertainties and risks, readers are cautioned not to place undue reliance on 
such forward looking statements, which speak only as of the date hereof. 3i 
QPEP and 3i disclaim any obligation to update any forward looking or other 
statements contained herein, except as required by applicable law. 
 
 
APPENDIX I 
 DEFINITIONS 
 
 
The following definitions apply throughout this announcement unless the context 
requires otherwise. 
 
 
 
+-----------------------------+---------------------------------------------+ 
| "3i"                        | 3i Group plc                                | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "3i QPEP" or the "Company"  | 3i Quoted Private Equity plc                | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "3i QPEP Directors"         | the directors of 3i QPEP as at the date of  | 
|                             | this announcement                           | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "3i QPEP Shareholders"      | the holders of 3i QPEP Shares, including 3i | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "3i QPEP Shares"            | the existing unconditionally allotted or    | 
|                             | issued and fully paid ordinary shares of 1  | 
|                             | pence each in the capital of 3i QPEP        | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Business Day"              | a day (other than Saturdays, Sundays and    | 
|                             | public holidays in the UK) on which banks   | 
|                             | are open for business (other than solely    | 
|                             | for trading and settlement in Euros) in the | 
|                             | City of London                              | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Code"                      | The City Code on Takeovers and Mergers      | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Effective Date"            | the date on which the Scheme becomes        | 
|                             | effective pursuant to its terms             | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "EGM"                       | the extraordinary general meeting of 3i     | 
|                             | QPEP (or any adjournment thereof) to be     | 
|                             | held in connection with the Scheme for the  | 
|                             | purposes of, inter alia, obtaining          | 
|                             | shareholder approval for the Scheme and the | 
|                             | steps necessary to implement the Scheme     | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Financial Services         | the Financial Services Authority in its     | 
| Authority"                  | capacity as the competent authority for the | 
|                             | purposes of Part VI of the Financial        | 
|                             | Services and Markets Act 2000               | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Independent Directors"     | the 3i QPEP Directors other than Antoine    | 
|                             | Clauzel                                     | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Independent Shareholders"  | the 3i QPEP Shareholders excluding 3i       | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Listing Rules"             | the rules and regulations made by the       | 
|                             | Financial Services Authority in its         | 
|                             | capacity as the UK Listing Authority under  | 
|                             | the Financial Services and Markets Act      | 
|                             | 2000, and contained in the UK Listing       | 
|                             | Authority's publication of the same name    | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "London Stock Exchange"     | London Stock Exchange plc                   | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "New 3i Shares"             | Ordinary Shares of 73 19/22 pence par value | 
|                             | in the capital of 3i to be issued to        | 
|                             | Independent Shareholders pursuant to the    | 
|                             | Scheme                                      | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Official List"             | The Official List of the UK Listing         | 
|                             | Authority                                   | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Rothschild"                | N M Rothschild & Sons Limited               | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Scheme"                    | the distribution of assets to 3i by 3i      | 
|                             | QPEP's liquidator in satisfaction of its    | 
|                             | rights in the winding up of  3i QPEP and a  | 
|                             | transfer by the liquidator of the residual  | 
|                             | assets of 3i QPEP to 3i in consideration of | 
|                             | the payment of cash and the issue of New 3i | 
|                             | Shares to Independent Shareholders in       | 
|                             | respect of their interests in 3i QPEP, as   | 
|                             | set out in Section 2 of this announcement   | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Scheme Circular"           | the circular to be sent to 3i QPEP          | 
|                             | Shareholders containing the terms and       | 
|                             | conditions of the Scheme, details of the    | 
|                             | proposals and the resolutions required to   | 
|                             | implement them                              | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "Tricorn Partners"          | Tricorn Partners LLP                        | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "UKLA"                      | the UK Listing Authority, being the         | 
|                             | Financial Services Authority Limited acting | 
|                             | in its capacity as the competent authority  | 
|                             | for the purposes of Part IV of the          | 
|                             | Financial Services and Markets Act 2000     | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
| "United Kingdom" or "UK"    | the United Kingdom of Great Britain and     | 
|                             | Northern Ireland                            | 
|                             |                                             | 
+-----------------------------+---------------------------------------------+ 
 
All the times referred to in this announcement are London times. 
 
 
References to the singular include the plural and vice versa. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ACQEAXADASDNEEE 
 

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